If you offer a Course through our Services, you must also agree to our .
If you are based in Canada or the United States, you agree, as laid out in the Dispute Resolution and class Action Waiver section of This Agreement (section 26), to resolve disputes with ndgenius, LLC with binding arbitration and to waive certain rights to participate in class actions.
1. Definitions and Interpretation
In this Agreement the following terms shall have the following
Account: means collectively the personal
information, Payment Information and credentials used by Users to access Paid Content and / or any
communications System on the Website;
Content: means any text, graphics, images,
audio, video, software, data compilations and any other form of information capable of being stored in a
computer that appears on or forms part of this Website;
Course: means live and pre-recorded instruction, digital goods, and learning services offered through ndgenius, LLC.;
Facilities: means collectively any online
facilities, tools, services or information that ndgenius, LLC makes available through the Website
either now or in the future;
Instructor: means anyone who provides a Course through ndgenius, LLC’s Services;
Master Class: means a Course offered through our Services that is described on our Website as a Master Class;
Services: means the services available to
you through this Website, specifically use of the ndgenius, LLC proprietary e-learning platform, or services that we provide via email or other means of electronic transmission;
Payment Information: means any details
required for the purchase of Services from this Website. This includes, but is not limited to, credit /
debit card numbers, bank account numbers and sort codes;
Premises: means our registered business address at ndgenius, LLC, c/o Registered Agents Inc., 4445 Corporation Lane STE 264, Virginia Beach, VA 23462;
Submitted Content: means any text, graphics, images, audio, video, software, data compilations and any other form of information capable of being stored in a computer that are provided to ndgenius, LLC by a user of our Services, including instructors and students;
System: means any online communications
infrastructure that ndgenius, LLC makes available through the Website either now or in the future.
This includes, but is not limited to, web-based email, message boards, live chat facilities and email
User / Users: means any third party that
accesses the Website and is not employed by ndgenius, LLC and acting in the course of their
employment. User / Users includes, among others, instructors who are licensing Content to ndgenius, LLC;
Website: means the website that you are
currently using (www.ndgenius.com) and any sub-domains of this site (e.g. courses.ndgenius.com)
unless expressly excluded by their own terms and conditions; and
2. Age Restrictions
Persons under the age of 18 should use this Website only with
the supervision of an Adult. If you are under the age of 18, you may not set up an Account, but you may enlist a parent or guardian to open an Account and help you enroll in courses. Payment Information must be provided by or with the permission of an Adult.
3. Business Customers
Services in the course of business.
4. Intellectual Property
- 4.1 Subject to the exceptions in Clause 5 of these
not limited to, text, graphics, logos, icons, images, sound clips, video clips, data compilations,
page layout, underlying code and software is the property of ndgenius, LLC, our affiliates or
other relevant third parties. By continuing to use the Website you acknowledge that such material is
protected by applicable United States and International intellectual property and other laws.
- 4.2 Subject to Clause 6 you may not reproduce,
copy, distribute, store or in any other fashion re-use material from the Website unless otherwise
indicated on the Website or unless given our express written permission to do so.
- 4.3 Users retain ownership of Content they post to ndgenius, LLC's platform or otherwise make available through ndgenius, LLC's Services, however ndgenius, LLC has the right to share their Content with anyone and through any media. Through posting or otherwise submitting Content on or through ndgenius, LLC's platform or Services, Users grant ndgenius, LLC a worldwide, non-exclusive, royalty-free license to use, reproduce, copy, sublicense, process, modify, adapt, publish, transmit, display, and distribute said Content in any and all media or distribution methods, with no compensation paid to the User (except as provided for under our Instructor Terms and Conditions for Instructors).
5. Third Party Intellectual Property
- 5.1 Unless otherwise expressly indicated, all
Intellectual Property rights including, but not limited to, Copyright and Trademarks, in product
images and descriptions belong to the manufacturers or distributors of such products as may be
- 5.2 Subject to Clause 6 you may not reproduce,
copy, distribute, store or in any other fashion re-use such material unless otherwise indicated on
the Website or unless given express written permission to do so by the relevant manufacturer or
6. Fair Use of Intellectual Property
Material from the Website may be re-used without written permission when they fall under the limited exceptions of United States' fair use doctrine.
7. Links to Other Websites
This Website may contain links to other sites. Unless expressly
stated, these sites are not under the control of ndgenius, LLC or that of our affiliates. We assume no
responsibility for the content of such websites and disclaim liability for any and all forms of loss or
damage arising out of the use of them. The inclusion of a link to another site on this Website does not
imply any endorsement of the sites themselves or of those in control of them.
8. Links to this Website
Those wishing to place a link to this Website on other sites
may do so only to the home page of the site www.ndgenius.com without our prior permission. Deep
linking (i.e. links to specific pages within the site) requires our express written permission, as does framing or embedding our Services. To find
out more please contact Us by email at email@example.com.
9. Use of Communications Facilities
9.1 When using any System on the Website you should do so in accordance with the following
rules. Failure to comply with these rules may result in your Account being suspended or closed, and/or your content being removed from our platform:
9.1.1 You must not use obscene or vulgar language;
9.1.2 You must not submit Content that is unlawful or otherwise objectionable. This
includes, but is not limited to, Content that is abusive, threatening, harassing,
defamatory, sexist, homophobic, or racist, or that violates the intellectual property rights of others;
9.1.3 You must not submit Content that is intended to promote or incite violence;
9.1.4 We may be
unable to respond to enquiries submitted in any languages other than English;
9.1.6 You must not impersonate other people, particularly employees and
representatives of ndgenius, LLC or our affiliates;
9.1.7 You must not use our System for unauthorized mass-communication such as "spam"
or "junk mail";
9.1.8 You must not post or transmit any form of solicitation, commercial or otherwise, including but not limited to, advertising and promotional materials, through our Services or to any user; and
9.1.9 You must not, as a student, submit any "homework" or "quizzes" or "exams" that are not your own work.
- 9.2 You acknowledge that ndgenius, LLC reserves
the right to monitor any and all communications made to us or using our System.
- 9.3 You acknowledge that ndgenius, LLC may
retain copies of any and all communications made to us or using our System.
- 9.4 You acknowledge that any information you send
to us through our System, except as the Instructor of a Course, may be modified by us in any way and you hereby waive your moral right to
be identified as the author of such information. Any restrictions you may wish to place upon our use
of such information must be communicated to us in advance and we reserve the right to reject such
terms and associated information.
- 9.5 You acknowledge that you are solely responsible for any Content you post through our platform and Services and any actions you take and their consequences.
10.1 In order to procure Services on this Website and to use certain other parts of the
System, you are required to create an Account which will contain certain personal details and
Payment Information which may vary based upon your use of the Website as we may not require payment
information until you wish to make a purchase. By continuing to use this Website you represent and
10.1.1 all information you submit is accurate and truthful;
10.1.2 you have permission to submit Payment Information where permission may be
10.1.3 you will keep this information accurate and up-to-date. Your creation of an
Account is further affirmation of your representation and warranty.
- 10.1.4 you will not transfer your Account to another User. You will also not use someone else's Account without their permission. If you share your Account login information with someone else, we will not intervene in any disputes between you and that party.
- 10.1.5 you assume all responsibility for your account and everything that happens on your account, including harm damage to us or a third party, even when caused by someone else using your account .
- 10.2 It is recommended that you do not share your
Account details, particularly your username and password. We accept no liability for any losses or
damages incurred as a result of your Account details being shared by you. If you use a shared
computer, it is recommended that you do not save your Account details in your internet browser.
- 10.3 If you have reason to believe that your
Account details have been obtained by another person without consent, you should contact us
immediately to suspend your Account and cancel any unauthorized orders or payments that may be
pending. Please be aware that orders or payments can only be cancelled up until provision of
Services has commenced. In the event that an unauthorized provision commences prior to your
notifying us of the unauthorized nature of the order or payment then you shall be charged for the
period from the commencement of the provision of Services until the date you notified us and may be
charged for a billing cycle of one month.
- 10.4 When choosing your username you are required
to adhere to the terms set out above in Clause 9. Any failure to do so could result in the
suspension and/or deletion of your Account.
11. Termination and Cancellation of Accounts
- 11.1 Either ndgenius, LLC or you may terminate
- 11.2 If we terminate your Account, any current or
pending orders or payments on your Account will be cancelled and provision of Services will not
- 11.3 If we terminate or suspend your account, we may still keep your content available on our platform.
12. Course Enrollment, Services, Pricing and Availability
- 12.1 When enrolling in a course, you are not being sold the course; rather, you are buying a license from us to view it via ndgenius, LLC's Services, and in cases where Content is explicitly marked as available for download, to download it, and no other use. You do not own the course, and you may not sell or transfer the course. The license is a limited non-exclusive, non-transferable license to view the course and associated Content you have paid the required fees for. The license only grants you personal, non-commercial use for educational purposes through our Services, and any other use is prohibited. You have no rights to undertake, cause, permit, or authorize the transfer, reproduction, modification, creation or preparation of any derivative works, translation, lending, adaptation, sharing, renting, transmission, broadcasting, of any course, nor may you otherwise transfer part or all of any course, unless an authorized ndgenius, LLC representative gives you express written permission to do so.
- 12.2 We provide a minimum of 1 year of access to any course you enroll in and its related Content as assembled and maintained by the course's instructor, however we reserve the right to revoke any licenses to access courses and related Content when we decide or are required to do so for policy or legal reasons, such as the course has been determined to violate copyright laws, or if the instructor revokes our license to the course. Furthermore, the instructor may change or remove Content from the course at any time.
- 12.3 While every effort has been made to ensure
that all general descriptions of Services available from ndgenius, LLC correspond to the actual
Services that will be provided to you, we are not responsible for any variations from these
descriptions as the exact nature of the Services may vary depending on your individual requirements
and circumstances. This does not exclude our liability for mistakes due to negligence on our part
and refers only to variations of the correct Services, not different Services altogether. Please
refer to sub-Clause 13.7 for incorrect Services.
- 12.4 Where appropriate, you may be required to
select the required Plan of Services.
- 12.5 We neither represent nor warrant that such
Services will be available at all times and cannot necessarily confirm availability until confirming
your Order. Availability indications are not provided on the Website.
- 12.6 All pricing information on the Website is
correct at the time of going online. We reserve the right to change prices and alter or remove any
special offers from time to time and as necessary.
- 12.7 In the event that prices are changed during
the period between an order being placed for Services and us processing that order and taking
payment, then the price that was valid at the time of the order shall be used.
- 12.8 If you are ordering from Europe, please be advised that prices on the Website do not include VAT (value added taxes).
13. Orders and Provision of Services
14. Course Refunds and Cancellation of Orders and Services
14.1 We want you to be completely satisfied with the products or
services you order from ndgenius, LLC. If you need to speak to us about your order, then please
contact us by email at firstname.lastname@example.org. If you need to cancel an order that we have accepted or cancel the contract, simply contact us at email@example.com and specify your request. If your payment has not been processed yet, we will simply cancel the order. If it has already been processed, we will refund you as long as you qualify for a refund (see 14.2--14.4 below). If
any specific terms accompanying the service contain terms about cancelling the service, the cancellation
policy in the specific terms will apply.
14.2 We will grant you a no-questions-asked refund if you request one within 30 days of purchasing a regular course (not a "Master Class") and have completed no more than 2 of its modules. For Master Classes, we will grant you a no-questions-asked refund if you request one before the third course session takes place.
14.3 In our sole discretion, we may grant you a full or partial refund on the basis of course quality concerns even if you have completed more of the course than is specified in section 14.2 above. For us to consider your request, you must submit a written request for a refund to us at firstname.lastname@example.org and explain the reasons you feel the course was substandard. You must do so within 30 days of enrolling in the course if it is a self-paced Class, and within 30 days of the final session if the Class has set dates. We are unable to grant refunds after that point because the instructor will have already received payment.
14.4 If we believe you are abusing our Refund Policy, we may, at our sole discretion, deny your refund request and/or ban your account and restrict your further use of our Services.
16. How We Use Your Personal Information (Data
- 16.1 We may use your personal information to:
16.1.1 Provide our Services to you;
16.1.2 Process your payment for the Services; and
16.1.3 Inform you of new products and services available from us and our Affiliates. You may request
that we stop sending you this information at any time.
- 16.2 In certain circumstances (if, for example,
you wish to purchase Services on credit), and with your consent, we may pass your personal
information on to credit reference agencies, which are bound by United States laws.
- 16.3 We will not pass on your personal information
to any other third parties without first obtaining your express permission.
- 17.1 We make no warranty or representation that
the Website will meet your requirements, that it will be of satisfactory quality, that it will be
fit for a particular purpose, that it will not infringe the rights of third parties, that it will be
compatible with all systems, that it will be secure and that all information provided will be
accurate. We make no guarantee of any specific results from the use of our Service or Services.
- 17.2 No part of this Website is intended to
constitute advice and the Content of this Website should not be relied upon when making any
decisions or taking any action of any kind.
- 17.3 At any time, we may stop making available certain features of our Website or other Services, and under no circumstances will you hold ndgenius, LLC, our affiliates, or our suppliers liable for any damages due to the cessation of these features.
- 17.4 While we use reasonable endeavors to ensure
that the Website is secure and free of errors, viruses and other malware, you are strongly advised
to take responsibility for your own internet security, that of your personal details and your
We reserve the right to change the Website, its Content or
pending in addition to any orders placed by you in the future.
19. Availability of the Website
- 19.1 The Website is provided “as is” and on an “as
available” basis. ndgenius, LLC uses industry best practices to provide a high uptime, including a
fault-tolerant architecture hosted in cloud servers. We give no warranty that the Website or
Facilities will be free of defects and / or faults and we do not provide any kind of refund for
outages. We provide no warranties (express or implied) of fitness for a particular purpose, accuracy
of information, compatibility and satisfactory quality.
- 19.2 We accept no liability for any disruption or
non-availability of the Website resulting from external causes including, but not limited to, ISP
equipment failure, host equipment failure, communications network failure, power failure, natural
events, acts of war or legal restrictions and censorship.
20. Limitation of Liability
- 20.1 Inherent risks exist in using our Services, including our Website and the contents thereof, for example if you enroll in an exercise course and injure yourself, or if you are exposed to content that you find offensive or hurtful, or if an instructor provides information that is misleading or wrong. You acknowledge that we have no responsibility to keep such information from you, and no liability for your exposure to content in any course we offer, or through other Services we provide. This applies to any Content, including Content relating to physical exercise, health and wellness. You fully accept these risks and you agree that you will have no recourse to seek damages, even if you suffer loss or damage as a result of using our Services, to the extent permissible under applicable law.
- 20.2 You understand that when you interact with other users, including instructors, you must guard the type of information you share. We are not responsible for how users and instructors use information you provide to them. Instructors license content to us rather than working for us as employees, and we prohibit them from asking students or other users for personal information, including email addresses. If an instructor asks you for personal information, please notify us at email@example.com. Any information you share with instructors or other users is at your own risk, and you assume full responsibility for any consequences.
- 20.3 You understand that our Services and any Content we provide access to are on an "as-is" and "as available" basis. We and our affiliates and suppliers offer our Services and Content without representation or warranty of any kind, whether express, implied, or statutory, as to their accuracy and completeness . You agree that your reliance thereon or conclusions drawn therefrom shall be entirely at your own risk to the maximum extent permitted by law and shall not give rise to any liability of or against ndgenius, LLC.
- 20.4 To the maximum extent permitted by law, We accept no liability for any direct or indirect loss or damage, foreseeable or otherwise, including any indirect, incidental, consequential, punitive, special or exemplary damages (including personal injury or death; loss of data; or loss of revenue, profits or business opportunities) arising from the use of our Services, including the Website or any Content or information contained therein. In no event shall our liability to you or any third parties under any circumstance be greater than one hundred fifty dollars ($150) or the amount you have paid us in the twelve (12) months before the event giving rise to your claims, whichever is greater. Some jurisdictions do not allow the limitation or exclusion of liability, so some of the above limitations may not apply to you.
21. No Waiver
to exercise any right or remedy contained herein, this shall not be construed as a waiver of that right
expressly stated otherwise.
23. Third Party Rights
24. Communications and Contacting Us
- 24.1 All notices / communications shall be given
to us either by post to our Premises (see address listed in definition of premises, above) or by email to firstname.lastname@example.org. Such
notice will be deemed received 3 days after posting if sent by first class post, the day of sending
if the email is received in full on a business day and on the next business day if the email is sent
on a weekend or public holiday.
- 24.2 We may from time to time, if you opt to
receive it, send you information about our products and/or services. If you do not wish to receive
such information, please click on the ‘Unsubscribe’ link in any email which you receive from us.
25.1 Integrated Agreement: This Agreement, including the Instructor Terms and Conditions if you are an instructor, and any other linked policies or agreements, constitutes the complete understanding between you and ndgenius, LLC concerning the subject matter hereof. No other prior or contemporaneous representations, inducement, promises, or agreements, oral or otherwise, between the you and ndgenius, LLC relating to the subject matter hereof and not embodied in This Agreement shall be of any force or effect. You represent and warrant that if you are accepting the terms of This Agreement on behalf of another entity, you are authorized to do so.
25.2 Severability: If any provision of This Agreement shall for any reason be held to be invalid, unenforceable, or contrary to public policy, whether in whole or in part, the remaining provisions shall not be affected by such holding and shall be modified to the extent permissible by law to not be invalid, unenforceable or contrary to public policy.
25.3 Binding Agreement: You agree that by signing up for, accessing, or using our Services you (including any business entity you are acting on behalf of, where applicable) are entering into a legally binding contract with ndgenius, LLC. If you do not agree, you will not sign up for, access, or use our Services.
25.6 Relationship of You and ndgenius, LLC: You and ndgenius, LLC agree that no joint venture, employment, partnership, contractor, or agency relationship exists between us.
25.7 Survival: The following sections shall survive the expiration or termination of these Terms:
Sections 4 (Intellectual Property), 5 (Third Party Intellectual Property), 7 (Links to Other Websites), 8 (Links to this Website), 12 (Course Enrollment, Services, Pricing and Availability), 17 (Disclaimers), 20 (Limitation of Liability), 23 (Third Party Rights), 25 (Miscellaneous), 26 (Dispute Resolution and Class Action Waiver), and 27 (Law and Jurisdiction).
25.8 Headings: The headings used herein are for the convenience of reference only, and do not constitute part of this Agreement and shall not be deemed to limit or otherwise impact any of the provisions of this Agreement.
26. Dispute Resolution and Class Action Waiver
Most disputes can be solved amicably between you and us. Please contact us about any issues and we will do our best to work with you on a reasonable resolution. If that fails, and if you live in Canada or the United States, any controversy or claim arising out of or relating to This Agreement, the relationship resulting in or from This Agreement, or breach of any duties hereunder will be settled by arbitration. The arbitrator shall have the right to award attorneys’ fees and costs to the prevailing party. A judgment upon the award rendered by the arbitrator may be entered in a Court with competent jurisdiction. As a condition precedent to the filing of an arbitration claim, the parties agree to first mediate their dispute(s). Any party refusing to mediate shall not prevent the other party or parties from pursuing their claims in arbitration. The parties will share the cost of mediation equally. Nothing herein will be construed to prevent any party’s use of injunction, and/or any other prejudgment or provisional action or remedy. Any such action or remedy will not waive the moving party’s right to compel arbitration of any dispute.
You and ndgenius, LLC both waive any right to assert any claim against one another by means of any class action or representative action, whether as a class representative or as a member of a class. If, notwithstanding the foregoing waiver, a court or law permits you to participate in a class or representative action, then you and ndgenius, LLC hereto nevertheless agree that the prevailing party shall not be entitled to recover attorneys' fees or costs associated with pursuing the class or representative action, and the party who initiates or participates as a member of the class will not submit a claim or otherwise participate in any recovery secured through the class or representative action.
27. Law and Jurisdiction