Powhow Terms of Use

Last Updated January 12, 2016

Welcome to Powhow.  Powhow.com (the “Site”) is provided by Powhow, Inc. (“We”, “Us” or “Powhow”).  Before you get started, it’s important for you to understand your responsibilities as either an Instructor or a Student – and for you to understand that you are entering into an agreement with Powhow which is designed to protect Powhow and outline the relationship among Instructors, Students and Powhow.

THIS IS A BINDING CONTRACT, PLEASE READ IT CAREFULLY.  Upon completion of the registration process you affirmatively accepted agree to be bound by these Terms and Conditions (“Terms”), but you also are deemed to have accepted them (and any changes that have been published on this page) by accessing or using the Site (the "Service").  It is your responsibility to check this page from time to time to review any changes to these Terms.  If you are not prepared to agree to all these Terms (including changes published on this page, then you must cease accessing the Service and must delete any materials that you have downloaded or copied from the Site or through the Service.

Outline of Terms.  These Terms are divided into separate sections to make them easier to read, but every section applies to every user, regardless of what the heading says.

I.        Description of Service

II.        Powhow Accounts

III.        Obligations of Instructors and Students

  1. All Users
  2. Instructors
  1. Listing Conditions
  2. Requirements To Receive Disbursements
  3. Limitations On Content
  4. Pricing, Promotions, and Affiliate Advertising
  1. Students
  1. Payments and Fees
  2. Classes, Modifications, and Amendments
  3. Refund Policy
  4. Other Important Points

IV.        Rights of Powhow/Limitation of Liability

  1. Grant of License
  2. Right to Remove or Refuse Content
  3. Powhow Makes No Representations or Warranties
  4. Limitation of Liability
  5. Indemnification

V.        Miscellaneous

  1. Description of Service

The Service includes (1) Powhow classes, (2) Powhow instructor profiles, pre-recorded, and live streaming videos, and class schedules, and (3) Powhow reporting marketing and administrative tools (for Instructors).  Powhow will collect payments charged by Instructors and will disburse funds in accordance with these terms.  See Payments and Disbursements, below.  Students have only a limited right to a refund, if any.  See Refunds, below.

  1. Powhow Accounts

Both Students and Instructors must create a Powhow Account in order to access the Service.  You may only create a Powhow Account if:

  1. You are at least 13 years old, and if you are less than 18 years old, you have the permission of your parent or guardian;
  2. You provide your legal full name, valid email address, zip code, and any other information requested during the signup process.

It’s up to you to protect the security of your account and your password.  Powhow will not be liable for your losses caused by any unauthorized use of your account, but you may be liable for the losses of Powhow or others due to such unauthorized use.

When you set up a Powhow Account, you will be given the opportunity to set a variety of features, including the price an Instructor charges for a class, and discounts for multiple purchases, as well as banking or credit card information and certain communication/privacy preferences.  Please see our Privacy Policy for further discussion of such information.

  1. Obligations Of Instructors and Students:
  1. All Users.  All users agree that they may not:
  1. use their account to breach security of another account or attempt to gain unauthorized access to another network or server, and that not all areas of the site may be available to them or other authorized users of the site.  
  2. interfere with anyone else’s use and enjoyment of the site or other similar services.  
  3. download any Content unless you see a “download” or similar link displayed by Powhow on the Service for that Content.
  4. copy, reproduce, distribute, transmit, broadcast, display, sell, license, or otherwise exploit any Content for any other purposes or circumvent, disable or otherwise interfere with security-related features of the Service or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Service or the Content therein, without the prior written consent of Powhow or the respective licensors of the Content.
  5. Users who violate systems or network security may incur criminal or civil liability.

All Users acknowledge that through their use of the site, they may have the opportunities to engage in commercial transactions with other users and vendors. Each User acknowledges that all transactions relating to any merchandise or services offered by any party, including, but not limited to the purchase terms, payment terms, warranties, guarantees, maintenance and delivery terms relating to such transactions, are agreed to solely between the seller or purchaser of such merchandize and services and you. WE MAKE NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED THROUGH, OR IN CONNECTION WITH THIS SITE, AND YOU UNDERSTAND AND AGREE THAT SUCH TRANSACTIONS ARE CONDUCTED ENTIRELY AT YOUR OWN RISK. ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY PRODUCTS, SERVICES, MATERIALS, OR INFORMATION AVAILABLE ON OR THROUGH THIS SITE FROM A THIRD PARTY IS PROVIDED SOLELY BY SUCH THIRD PARTY, AND NOT BY US OR ANY OTHER OF OUR AFFILIATES.

  1. Instructors.  
  1. Listing Conditions

By listing a class on Powhow,

  1. you assume full responsibility for any materials that you upload, stream or otherwise display through Powhow.
  2. you understand that such materials will be publicly available to be viewed and book by any Student.
  3. you agree to honor any registrations through Powhow.com at the price and time listed in the Service.
  4. you agree not to circumvent Powhow’s payment system including, for example, by asking your Students to make payments directly to you for classes offered through Powhow or related materials.

  1. Requirements To Receive Disbursements.

Powhow will collect all fees from your students, and will pay those amounts, less any fees charged by Powhow, to you in accordance with Powhow’s Payment Policies found at www.powhow.com/payments.html.  Among other things, those policies require that, before you are entitled to receive disbursements related to amounts charged to Students, you will need to provide us with appropriate documentation establishing your right to receive such disbursements free of withholding tax (such as an IRS form W-9), and otherwise agree to indemnify us if we are obligated to make any payments to a third party with respect to amounts that have been disbursed to you.  In addition, there may be additional requirements imposed upon you by our payment providers which will be explained at the time you set up your account, or in a subsequent email

  1. Limitations on Content.  

You also acknowledge and agree that you have to indemnify us in the event that we are sued or otherwise suffer damages as a result of your activities.  

Without limiting the generality of the previous sentence, you specifically agree that you may not:

  1. Upload, stream or otherwise display any materials or other content (including text, video, images and sounds, “Content”) that:
  1. Is copyrighted, trademarked, or proprietary unless you have the express permission of the owner;
  2. Violates the privacy or other personal rights (such as the right of publicity) of any person.
  3. Is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, tortious, contains explicit or graphic descriptions or accounts of sexual acts (including but not limited to sexual language of a violent or threatening nature directed at another individual or group of individuals), or otherwise violates our rules or policies;
  4. Victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
  5. Infringes on any patent, trademark, trade secret, copyright, or other proprietary right of any party;
  6. Constitutes unauthorized or unsolicited advertising, junk or bulk email (also known as "spamming"), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;
  7. Contains software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party.
  1. Use Powhow for any unlawful purposes or so as to cause harm to any person.  
  2. Use Powhow to impersonate any person or entity, including any of our employees or representatives.

  1. Pricing, Promotions, and Affiliate Advertising 

Powhow may engage in promotional activities, affiliate partnerships, and advertising on your behalf to help attract new audiences and repeat customers to your classes.  We may also adjust class prices in order to help you find the optimal price for sales. By accepting this agreement, you give Powhow permission to the following:

  1. Pricing:
  1. Powhow may adjust the price of your class if it has not yielded a sale within a previous two (2) week period.
  2. Powhow may create class packages on your behalf.  Packages shall not be priced at a discount of more than 30% off of the class value without your consent.
  3. You will be notified 24 hours before any class or package price change is instituted, or a new package is created.
  1. Promotional Discounts:
  1. Powhow reserves the right to offer any student a Powhow promotional code.  A Powhow promotional code shall not exceed: 1) 50% off a student’s first class with you and 2) 20% off a student’s subsequent classes with you.
  2. Your students may share and may be encouraged to share Powhow promotional codes with others. This promotional code shall not exceed 20% off your class price.
  3. Powhow shall continue to be entitled to any Powhow fees based on the post-discount class price.
  1. Affiliate Partnerships:
  1. Powhow may engage with affiliate and deal partners to help attract new students to your classes.  If your class is selected to be sold through a Powhow affiliate or deal program, you grant Powhow the exclusive right to: to promote your class and studio through the Site or other third party websites (such as Apple, Facebook, Amazon Local, Living Social, Groupon, Appsumo, Stack Social, Deal Coop and MightyDeals.)
  2. Any student who purchases your class via Powhow affiliate partnerships may receive up to 50% discount on your classes.
  3. Powhow will retain any Powhow Fees for that class based upon the post-discount class price.
  1. Students.  

You should be aware that we do not endorse or assume any liability for any Content uploaded, streamed or displayed by or on behalf of Instructors or other Students.  We generally do not pre-screen, monitor, or edit the content posted by users of communications services, chat rooms, message boards, newsgroups, software libraries, or other interactive services that may be available on or through this site.  

Powhow has no responsibility to you for any injuries or damages that you suffer in connection with the use of the Service, and you specifically release us from any claims you may have and agree to indemnify us if we suffer a loss in connection with your use of the Service.  Our only responsibility is a limited obligation to pay refunds in certain specific situations.  You must take precautions to protect yourself.

  1. Payments and Fees
  1. A valid credit card or PayPal account is required for classes.
  2. A full payment is required to register for a class on Powhow.
  3. All Services booked, paid, and processed through Powhow.com are subject to a processing fee.

  1. Classes, Modifications, and Amendments
  1. You agree to accept all of the terms and conditions including the cancellation policy listed in the Service when you agree to book and pay for a Service on Powhow.
  2. The Classes offered on Powhow are offered directly by the Instructor. Powhow is not responsible or liable for any information on its Service listings or profiles.
  3. All Classes offered on Powhow are valid only for the specified date.  Powhow is not responsible for any changes or cancellations made to classes by the Instructor.
  4. Powhow reserves the right to cancel or change any booked Service at any time, for any reason.
  5. Powhow does not supervise classes venues and are not involved in any way with the actions of any individuals at these Classes.  As a result, we have no control over the identity or actions of the individuals who are present at these Classes, and we request that our users exercise caution and good judgment when attending Classes.
  6. Powhow reserves the right at any time to modify or discontinue, temporarily or permanently, the Service with or without notice.

  1. Refund Policy

When a student signs-up for a class, Powhow charges their credit card or PayPal account at the time of sign-up to hold their spot for the class. Students may request a refund within the refund request time period in accordance with Powhow’s Refund Policy found at www.powhow.com/refunds.html.

  1. Other Important Points.

You should also be aware of the following:

  1. Physical exercise can be a dangerous activity. There are inherent risks in any physical activity, including fitness training or other similar activities that may be offered by Instructors.  Powhow reminds its members, and viewers to exercise and train safely within the boundaries of their own capabilities.
  2. When using the Service, you may be exposed to Content from a variety of sources, and that Powhow is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Content.  You further understand and acknowledge that you may be exposed to Content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Powhow with respect thereto, and, to the extent permitted by applicable law, agree to indemnify and hold harmless Powhow, its owners, operators, affiliates, licensors, and licensees to the fullest extent allowed by law regarding all matters related to your use of the Service.
  3. Content available through the Service often represents the opinions and judgments of an information provider, site user, or other person or entity not connected with us. We do not endorse, nor are we responsible for the accuracy or reliability of, any opinion, advice, or statement made by anyone other than an authorized Powhow spokesperson speaking in his/her official capacity.
  4. The Content available through the Service belongs to either Powhow or one or more Instructors, and it is a violation of their intellectual property rights for you to record the audio or video available through the Service.  You hereby agree that you will not make any such recordings, or otherwise copy, redistribute, publish or exploit material from the Service, except as expressly permitted herein, without the express prior written permission of Powhow and the relevant Instructor.

  1. Rights of Powhow/Limitation of Liability
  1. Grant of License:

By submitting Content (whether instructional content submitted by an Instructor, or commentary, communications, or suggestions submitted by either Instructors or Students) to Powhow, you grant Powhow a worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the Content in connection with the Service and Powhow's (and its successors' and affiliates') business, including without limitation for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels.  For clarity, you retain all of your ownership rights in your Content, subject only to the licenses set forth in these terms.

Each Instructor also hereby grants each Student a non-exclusive worldwide royalty free license to access his/her Content through the Service, and to use, reproduce, distribute, display and perform such Content as permitted through the functionality of the Service and under these Terms of Service.  The above licenses granted in video Content terminate within a commercially reasonable time after you remove or delete your videos from the Service.  You understand and agree, however, that Powhow may retain, but not display, distribute, or perform, server copies of your videos that have been removed or deleted.  

In addition, each Student also hereby grants Powhow and the relevant Instructor a non-exclusive worldwide royalty free license to record, use, reproduce, distribute, display and perform any audio, video or textual contributions you make through the Service (including any recording of a Class and the Students therein), and agrees that no additional consideration shall be required for such use.  The above licenses granted by you are perpetual and irrevocable.

  1. Right to Remove or Refuse Content

Powhow and its agents have the right at their sole discretion to remove or refuse any content that, in our judgment, does not comply with these Terms of Use and any other rules of user conduct for our site, or is otherwise harmful, objectionable, or inaccurate.  We are not responsible for any failure or delay in removing such content.  All Students and Instructors hereby consent to such removal and waive any claim against us arising out of such removal of content.

You agree that we may at any time, and at our sole discretion, terminate your membership, account, or other affiliation with our site without prior notice to you for violating any of the above provisions. In addition, you acknowledge that we will cooperate fully with investigations of violations of systems or network security at other sites, including cooperating with law enforcement authorities in investigating suspected criminal violations.

  1. Powhow Makes No Representations or Warranties.

Content is provided to you AS IS. You may access Content for your information and personal use solely as intended through the provided functionality of the Service and as permitted under these Terms of Service.  Powhow and its licensors reserve all rights not expressly granted in and to the Service and the Content.

ALL MATERIALS AND SERVICES ON THIS SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT.  IN ADDITION, WE ASSUME NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.  WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (A) THE SERVICES AND MATERIALS WILL MEET YOUR REQUIREMENTS, (B) THE SERVICES AND MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR MATERIALS WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, OR INFORMATION PURCHASED OR OBTAINED BY YOU FROM THE SITE FROM US OR OUR AFFILIATES WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS.

THIS SITE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. WE MAY MAKE CHANGES TO THE MATERIALS AND SERVICES AT THIS SITE, INCLUDING THE PRICES AND DESCRIPTIONS OF ANY PRODUCTS LISTED HEREIN, AT ANY TIME WITHOUT NOTICE. THE MATERIALS OR SERVICES AT THIS SITE MAY BE OUT OF DATE, AND WE MAKE NO COMMITMENT TO UPDATE SUCH MATERIALS OR SERVICES.

THE USE OF THE SERVICES OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY MATERIALS THROUGH THIS SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES.

You understand and agree that temporary interruptions of the Services may occur as normal events.  You further understand and agree that we have no control over third party networks you may access in the course of the use of this site, and therefore, delays and disruption of other network transmissions are completely beyond our control.

SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

  1. Limitation of Liability

IN NO EVENT SHALL WE OR OUR AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS SITE OR OF ANY WEB SITE REFERENCED OR LINKED TO FROM THIS SITE.

FURTHER, WE SHALL NOT BE LIABLE IN ANY WAY FOR THIRD PARTY GOODS AND SERVICES OFFERED THROUGH THIS SITE OR FOR ASSISTANCE IN CONDUCTING COMMERCIAL TRANSACTIONS THROUGH THIS SITE, INCLUDING WITHOUT LIMITATION THE PROCESSING OF ORDERS.

SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

  1. Indemnification

Upon a request by us, you agree to defend, indemnify, and hold us and our Affiliates harmless from all liabilities, claims, and expenses, including attorneys’ fees, that arise from your use or misuse of this site.  We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

  1. Miscellaneous

You agree that: (i) the Service shall be deemed solely based in New York; and (ii) the Service shall be deemed a passive website that does not give rise to personal jurisdiction over Powhow, either specific or general, in jurisdictions other than New York.  These Terms of Service shall be governed by the internal substantive laws of the State of New York, without respect to its conflict of laws principles. Any claim or dispute between you and Powhow that arises in whole or in part from the Service shall be decided exclusively by a court of competent jurisdiction located in New York County, New York. These Terms of Service, together with the Privacy Policy at http://www.powhow.com/privacy.html and any other legal notices published by Powhow on the Service, shall constitute the entire agreement between you and Powhow concerning the Service. If any provision of these Terms of Service is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Service, which shall remain in full force and effect. No waiver of any term of this these Terms of Service shall be deemed a further or continuing waiver of such term or any other term, and Powhow's failure to assert any right or provision under these Terms of Service shall not constitute a waiver of such right or provision. Powhow reserves the right to amend these Terms of Service at any time and without notice, and it is your responsibility to review these Terms of Service for any changes. Your use of the Service following any amendment of these Terms of Service will signify your assent to and acceptance of its revised terms. YOU AND POWHOW 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