Terms of Service

Section 1

OVERVIEW: PLEASE READ THIS LEGAL DOCUMENT CAREFULLY

These Terms of Services constitute an agreement between Somble, Creators, and Users (as defined herein).
Somble, Inc. (together with our affiliates, “Somble”, “we”, or “us”) provides an online fitness and wellness community and content marketplace and related products, services, content and features through Somble websites. By registering with and using Somble you agree to these terms and to the other policies we post. Please read them carefully and let us know if you have any questions. For information about our data practices, please see our Privacy Policy, including our Cookie Policy. We can collect and use your information in accordance with those policies. PLEASE READ: THESE TERMS CONTAIN A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER. READ CAREFULLY, INCLUDING YOUR RIGHT, IF APPLICABLE, TO OPT OUT OF ARBITRATION. EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED BELOW, OR WHERE PROHIBITED BY LAW, BY ENTERING INTO THESE TERMS YOU EXPRESSLY AGREE THAT DISPUTES BETWEEN YOU AND Somble WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND YOU HEREBY WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-⁠WIDE ARBITRATION. If you do not wish to be bound by these Terms, you may not access or use the Somble Service. Certain elements of the Somble Service may be subject to additional terms and conditions specified from time to time; your use of those elements of the Somble Service is subject to those additional terms and conditions, which are incorporated into these Terms by this reference. Subject to your compliance with these Terms and solely for so long as you are permitted by us to access and use the Somble Service, Somble grants you a limited, non-transferable, non-exclusive, revocable right and license to access and use the Somble Service for your own personal, non-commercial purposes, a right which may not be assigned or sublicensed to anyone. This license includes the right to view Content (defined below) available on the Somble Service and the right to download one copy of the application to any single device for your personal, non-commercial home use only, provided you keep intact all copyright and other proprietary notices. This license grant is subject to you agreeing to and abiding by the Somble Intellectual Property and DMCA Policy, which forms a part of these Terms. This license will remain in effect unless and until you violate these Terms or this license is terminated by you or Somble.

Section 2

USER/CREATOR ACCOUNT REGISTRATION

When you create an account you must provide us with accurate information. To create an account and view Creator content, you must be at least 13 years old. To be a Creator and publish content to Somble, you must be at least 18 years old or have your parent’s permission. You are responsible for anything that occurs when anyone is signed in to your account, as well as the security of the account. Please contact us immediately if you believe your account is compromised. To become a User you must register and create a User Account on Somble. You must provide a valid email address, phone number, and a password. It is a condition of your use of the Website that all the information you provide on the Website is correct, current, and complete. You agree that all information you provide as a User or otherwise, including but not limited to information provided through the use of any interactive features on the Website, is governed by Somble’s Privacy Policy, and you proceed on the basis that you are aware of how and why Somble process your personal data, as is set out in Somble’s Privacy Policy. If you wish to view Creator Content, beyond the scope of initial promotions, you will need to provide details of a payment card to a Payment Provider. Your payment card information is stored by the Payment Provider. If you elect to input two or more payment card details onto your User Account if payment of the Revenue from the first card is rejected because the payment card is no longer valid then the other payment card(s) will be used to collect full payment of the Revenue. By registering on Somble, you confirm that: All User Account registration and profile information is truthful and accurate and that any Creator Content you provide is your own and does not infringe the intellectual property rights or any other proprietorial rights of a third party; If you previously had a User Account with Somble, your old User Account was not terminated or suspended by Somble for violation of the Terms of Service or Community Guidelines; You register on Somble for your own personal use and you will not sell, rent or transfer your User Account to any third party; and Somble reserve the right, at any time, to verify the information which you provide to Somble as well as your compliance with the Terms. If Somble is unable to verify this then Somble reserves the right to suspend your account. You will not use any third party payment processors to accept payments for subscriptions, or any other service, via Somble. You are fully responsible for any and all activities that occur on your account and you are responsible for keeping your login details confidential and secure. You agree not to disclose these details to any other person or entity and immediately notify Somble at team@somble.com if you believe someone has used or is using your account without your permission or if your account has been subject to any other breach of security. You also agree to ensure that you log out of your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to access, view or record your password or other personal information. Somble reserves the right to disable any user name, password, or other identifier, whether chosen by you or provided by Somble, at any time and at Somble’s sole discretion for any or no reason, including if, in Somble opinion, you have violated any provision of the Terms of Service. Somble may do this with no further obligation to justify their decision to do so.

Section 3

PAYMENT DEFINITIONS

It is very important that this section is read and understood by both Users and Creators, as it is referenced in both the “BEING A CREATOR” and “BEING A USER” agreements below.

Payment Card: A credit card added to the User’s account and on-file with the Payment Processor.

Subscription Cycle: A subscription cycle is unique to every User/Creator pair and can be weekly or monthly. This determines the day when a Users weekly or monthly subscription renews, and this cycle begins the day a Subscription is purchased. A charge cycle will include all the subscription cycles that began during the charge cycle.

Owed Charges: Charges accrued via purchased subscriptions, renewed subscriptions, purchased on-demand content and purchased live content. Valid Charge: A charge to a Users Payment Card on the correct date for the total amount of owed charges outstanding.

Successful Charge: A charge made to a User’s payment card that results in the correct and total amount of owed charges being paid to both Somble and the Creator. Once the correct and total funds are paid out to Somble and the Creator, meaning the funds are in either the bank account or payment processors balance for Somble and the Creator, then the charge is considered successful

Revenue: Total amount of valid charges from Users to a certain Creator on any given day.

Platform Fee: The funds paid to Somble by the User, as a percentage of Creator Revenue.

Payment Fee: The funds paid to the Payment Provider during each valid charge.

Earnings: The funds the Creator receives in their bank account or payment provider balance, after the platform fee and payment fee have been accounted for.

Section 4

BEING A CREATOR

A Creator is someone who offers content to Users on Somble. There are a lot of details here involving payments, fees, taxes and restrictions that you should read in full if you are a Creator. Creator Content “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 Somble Service; and (ii) ”Creator Content” means any content that users (including you) provide to be made available through the Somble Service. Content includes, without limitation, Creator Content. Any Creator Content, whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such Creator Content. You represent that all Creator Content submitted by or on behalf of you is accurate, complete, up-to-date, and in compliance with these Terms and with all applicable laws, rules and regulations. You acknowledge that all Content, including Creator Content, accessed by you using the Somble Service is at your own risk and you will be solely responsible for any damage or loss to you or any other party resulting therefrom. To the full extent permitted by law, we make no representations, warranties or guarantees with respect to any Content that you access on or through the Somble Service. As between you and Somble, you represent that you own (or have all rights necessary to grant Somble the rights below to) all Creator Content that you submit to the Somble Service, and that Somble will not need to obtain licenses from any third party or pay royalties to any third party in order to use such Creator Content. You grant Somble a worldwide, perpetual, irrevocable, non-exclusive, sublicensable (through multiple tiers), transferable royalty-free license and right to use, copy, transmit, distribute, publicly perform and display (through all media now known or later created), edit, modify, and make derivative works from your Creator Content (including, without limitation, translations) for any purpose whatsoever, commercial or otherwise, without compensation to you. In addition, you waive any so-called “moral rights” or rights of privacy or publicity in your Creator Content. You further grant all users of the Somble Service permission to view your Creator Content for their personal, non-commercial purposes. If you make suggestions to Somble or through the Somble Service about improving or adding new features or products to the Somble Service or you otherwise provide feedback, product or service reviews or testimonials, you hereby grant to Somble a worldwide, perpetual, irrevocable, non-exclusive, sublicensable (through multiple tiers), transferable royalty-free license and right to use, copy, modify, create derivative works based upon and otherwise exploit your suggestions, feedback, reviews and testimonials for any purpose (including for marketing), without any notice, compensation or other obligation to you. You can remove your Creator Content by specifically deleting it. However, in certain instances, some of your Creator Content (such as posts or comments you make) may not be completely removed and copies of your Creator Content may continue to exist on the Somble Service. We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your Creator Content. By creating and publishing Creator Content on Somble, you authorize Users to access and view (without downloading or copying) your Creator Content on Somble for their own lawful and personal use. You also represent, warrant and undertake that for each submission: you own, have a valid license to, or otherwise control all rights in and to your Creator Content; to the extent your Creator Content includes or utilizes any third-party property, you have secured all rights, licenses, written consents and releases that are necessary for the use of such third-party property in your Creator Content; you will not post any content depicting any person under 18-years old, you have inspected and are maintaining written documentation sufficient to confirm that all subjects of your submission are in fact 18-years old or older; and your Creator Content is non-confidential and will be made available to your Users on somble.com you grant Somble and Our licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material. For clarification: The clause exists so that we may use your content by adding stickers, text, and watermarks, and to make your content available to Users, as well as for other normal operations of our website. We will never sell your content to other platforms. You understand and acknowledge that you are responsible for any Creator Content you submit or contribute, and you have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. You shall indemnify Somble, Somble’s licensees, successors, and assigns against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses suffered or incurred arising out of or in connection with your Creator Content. Somble is not responsible or liable to any third party for the content or accuracy of any Creator Content posted by you or any other user of the Website. Upon signing up to somble.com, you also agree to act as custodian of records for the content that you upload to somble.com. Any questions regarding Creator Content can be addressed by emailing team@somble.com.

Tax: We do not handle most tax payments, but we collect tax identification information and report this to tax authorities as legally required. You are responsible for reporting any taxes.

Payments and Subscriptions: By using the Somble platform, Creators confirm they have a complete understanding of Somble Payment, Referral, Promotion, Subscription, Earnings, and Charge processes as laid out both below and in the Somble Help Center. When a valid and successful charge is made, Payment Providers will ensure Creators will receive the Earnings from the User with the difference between the Revenue and Earnings being the Platform Fee levied by Somble. Payout information can be further explained on our earning and pricing help pages. Somble is not liable for any amount of charge that is accrued by a User and owed to a Creator and left unpaid due to a failed charge or any other reason. If a Creator cancels or terminates their Somble account, they agree to let Somble retain their account information long enough to finish paying out the relevant remaining owed earnings. If a Creator cancels or terminates their Payment Provider account, or otherwise changes their Payment Provider information such that Somble cannot reasonably facilitate a successful charge, the Creator releases Somble from any obligation to pay out any unpaid earnings. All payments to view Creator Content or utilize Creator Interaction are final and non-refundable. If Somble is alerted that a User has sought and received a Refund or Chargeback, Somble will take additional actions. Any purchase of the right to view Creator Content or to use User Interaction which is subsequently subject to a Refund or Chargeback may result in the User’s account being immediately and permanently excluded from Somble. The Refund or Chargeback amount may be removed from the earning Creator's income. The Creator may be alerted to the User Refund or Chargeback.

Section 5

BEING A USER

A User is someone who has made an account on the Somble platform, but is not a Creator.

Payments and Subscriptions: By using the Somble platform, User’s confirm they have a complete understanding of Somble Payment, Referral, Promotion, Subscription, Earnings, and Charge processes as laid out both below and in the Somble Help Center. You will be charged at time of purchase for both the price of the content or subscription you are purchasing, as well as for the Payment Fee owed to Stripe. You can cancel your subscriptions at any time. For use case examples of our billing, subscription and charge terminology, please see our help center. In order to view Creator Content or utilize User Interaction on Somble without a promotion or referral code, you must first add a payment card to your account and be successfully charged for your purchase. Your payment card details will be passed to a Payment Provider which will take payment from your payment card. The payment card must be active and valid such that Somble has the ability to issue a valid and successful charge to the card before you have access to the content or before the subscription begins. If Somble is unable to generate a valid and successful charge via the Users Payment Card, Somble may request the User inputs a new Payment Card. When subscribed to a Creator, a Users Payment Card will be charged on the first day of the Subscription Cycle, and this charge will be repeated on the first day of every subsequent Subscription Cycle until the User cancels the Subscription. It is the User’s responsibility to ensure that their payment card is active such that Somble can issue a valid and successful charge. If Somble cannot issue a valid and successful charge, the User's subscription will be suspended until a successful charge is made. The Subscription Cycle and amount owed will not change if and when a User's subscription is suspended. If a Subscription is suspended due to a failed charge, and a User amends the Payment Card such that Somble can now issue a valid and successful charge, the charge amount will always be the full amount of the subscription price plus the Payment Fee. Somble can automatically issue a charge for any outstanding suspended subscriptions when a new Payment Card is added. User’s agree that they are obligated to pay owed charges on the first day of the Subscription Cycle, and a payment card that is invalid, expired, canceled or otherwise unable to facilitate a valid and successful payment does not release them from this obligation. Users agree to allow Somble to retain their account information for the length of time required to make this valid and successful charge. Pay-per-view on-demand purchases are available seven days from the date of purchase. Subscription content is available while the User is subscribed to the Creator. You may cancel subscriptions at any time by clicking "Unsubscribe" in your list of subscribers that can be found on your account dashboard or by contacting Somble at team@somble.com. If you wish to cancel via email, do not consider the subscription to be canceled until you have received a response from Somble that the subscription is canceled. If you cancel your subscription you will continue to be permitted to view the Creator's Content until the end of the existing subscription period, after which no further payments will be taken from your payment card and you will no longer be able to view the relevant Content. When a User subscribes to a Creator, they will be charged for that subscription immediately. There are 2 types of membership subscriptions. One is a monthly subscription to an individual Creator, the second is a weekly subscription to an individual Creator - both offerings require a successful charge on the first day of the Subscription Cycle. Not all offerings allow for both subscription types. Your options will be presented to you on the Creator Profile Page. The timing and amount of each membership subscription depends on the type of membership agreement you enter into, and the Creator you support. You can see the details of cost per week/cost per month on the Creator Profile Page. You can view all your active membership subscriptions on your Dashboard and billing history on your Account Management page. You may cancel subscriptions at any time. Terminating or changing the subscription type of a subscription will go into effect in the subsequent (not current) Subscription Cycle. For weekly or monthly subscriptions, a canceled subscription may result in your loss of access to a Creator’s Subscriber-only posts and benefits. These include when you cancel your membership subscription, your payment method fails, the Creator blocks you, or the Creator deletes their account. We are not required to allow you to be a User of any particular Creator. Once the Creator and Somble have received the entire owed charge from you as a User via a successful charge, you have no further liability to the relevant Creator or Somble for previously viewed or purchased content. Somble may take action to collect owed charges that are past their charge date, due to a failed charge or any other reason. Creators’ memberships vary and we have limited control over the quality and specific offerings. We cannot guarantee the identity of Creators or the validity of any claims they make. We appreciate your help reporting suspicious Creator pages so we can keep Somble safe.

Refunds. Our general policy is No Refunds, though we will allow for some exceptions where refunds are granted in our sole discretion. Refunds will not be granted when content has been paid for.

Section 6

USER/CREATOR REFERRALS AND PROMOTIONS

All Users and Creators agree that they have a full and complete understanding of any referral or promotional program that they participate in.

Section 7

USER/CREATOR INDEMNIFICATION

By using Somble, you agree to indemnify and hold harmless Somble and our employees, agents, representatives, successors and assigns from and against any and all claims, demands, causes of action, actions, suits, proceedings, judgments, orders, damages, liabilities, losses, costs and expenses (including, without limitation, reasonable attorneys' fees and legal costs) arising out of or related to any of the following: Your use of Somble or any of its services or features; Any Creator Content created, published, or otherwise made available on Somble by you; Any transaction or interaction between you and any other User of Somble; and/or Our violation of the Terms or any applicable law. Notwithstanding Somble’s appointment as the Creator’s agent to pay the Creator Earnings, Somble, the User and Creator are independent contractors and are responsible for meeting all of their respective legal or statutory obligations. This extends to the payment of any taxes or other payments properly demanded by a regulatory authority. Should a User fail to meet those obligations then the User shall indemnify Somble for any loss or expense, including management time that is as a consequence incurred by Somble.

Section 8

DISCLAIMER OF WARRANTIES; LIMITATIONS OF LIABILITY

By using Somble, you acknowledge and agree as follows: Somble and all of its services and features are provided without warranties of any kind, express or implied. To the fullest extent permitted by law, Somble disclaim any and all warranties, express or implied, with respect to Somble and all of its services and features, including, and without limitation, implied warranties of merchantability and fitness for a particular purpose. Somble does not warrant or guarantee the accuracy, usefulness, completeness or reliability of Somble, or the results of your use of Somble. Somble disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents. Somble also do not warrant or guarantee that Somble and all of its services and features will be available at any particular time or location; that Somble and all of its services and features will be secure, uninterrupted, and error-free; that any defect or error will be corrected; or that Somble and all of its services and features will be free of viruses and other harmful components. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for antivirus protection and accuracy of data input and output, and for maintaining a means external to the Website for any reconstruction of any lost data. To the fullest extent provided by law, Somble will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses, or other technologically harmful material that may infect your computer equipment, computer programs, data, or other proprietary material due to your use of the Website or any services or items obtained through the Website or to your downloading of any material posted on it, or on any website linked to it. Your use of Somble and its services and features will be solely and entirely at your own risk. By using Somble, Users explicitly agree and acknowledge that neither Somble nor Creators shall be liable for damages in contract, tort, negligence, strict liability or under any other legal or equitable principle, for any indirect, incidental, exemplary, special, punitive or consequential damages arising out of or relating to Users' use of Somble or any of its services or features.

The foregoing does not affect any warranties that cannot be excluded or limited under applicable law; Somble does not warrant or guarantee that use of the Website will be uninterrupted or error free twenty-four hours a day, seven days a week, since Somble may need to carry out maintenance of the Website from time to time. However, Somble will use its reasonable endeavors to carry out any such maintenance of the Website outside of business hours (between 09:00 and 17:00 EST time) and Somble will endeavor to give reasonable notice, however this may not always be possible; In no event shall Somble be liable (strictly or otherwise) in contract, tort, negligence, strict liability or under any other legal or equitable principle, for any indirect, incidental, exemplary, special, punitive or consequential damages (including, and without limitation, loss of use, profits, data or information, or loss of business goodwill or opportunity) arising out of or related to your use of (or your inability to use) Somble or any of its services or features, nor shall Somble be held liable in the event your Creator Content is illegally distributed by another User, however where such distribution does occur please contact Somble at team@somble.com and Somble will seek to prevent continuance of such distribution where Somble is reasonably able to do so; and In no event shall Somble total and aggregate liability to you and/or others for any and all claims arising out of or related to your use of (or your inability to use) Somble or any of its services or features. This does not affect any liability that cannot be excluded or limited under applicable law. Because some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages or total liability, the above limitation may not apply to you. In such case, our total and aggregate liability to you arising out of or related to your use of (or your inability to use) Somble or any of its services or features shall be limited to the maximum extent permitted by law. We encourage you to contact us if you have an issue. If a dispute does arise out of these terms or related to your use of Somble, and it cannot be resolved after you talk with us, then it must be resolved by arbitration. This arbitration must be administered by JAMS under the JAMS Streamlined Arbitration Rules and Procedures, except as expressly provided below. Judgment on the arbitration may be entered in any court with jurisdiction. Arbitrations may only take place on an individual basis. No class arbitrations or other other grouping of parties is allowed. By agreeing to these terms you are waiving your right to trial by jury or to participate in a class action or representative proceeding; we are also waiving these rights. For Creators and Users who are consumers, we also follow the JAMS Policy on Consumer Arbitrations Pursuant to Pre-Dispute Clauses Minimum Standards of Procedural Fairness for consumer arbitrations done under these terms. For the purpose of an arbitration subject to the consumer standards, if any portion of these terms do not follow that standard, that portion is severed from these terms. This clause does not limit either party’s ability to Somble an action in a court with jurisdiction to seek injunctive or other equitable relief for disputes relating to intellectual property, proprietary data or to enforce this dispute resolution clause, including your agreement not to assert claims related to the suspension or termination of another person’s account. In any such action, the court rather than an arbitrator must decide whether such a claim is arbitrable and must decide whether the party is entitled to the requested injunctive or other equitable relief.

Section 9

ARBITRATION REQUIREMENT & CLASS ACTION WAIVER – IMPORTANT – PLEASE REVIEW AS THIS MAY AFFECT YOUR LEGAL RIGHTS. APPLICABLE TO THE FULL EXTENT PERMITTED BY LAW.

Mandatory Arbitration of Disputes. We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services or Content (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and Somble agree that the U.S. Federal Arbitration Act (or equivalent laws in the jurisdiction in which the Somble entity that you have contracted with is incorporated) governs the interpretation and enforcement of these Terms and that you and Somble are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms. Exceptions and Opt-out. As limited exceptions to the above statement: (i) you may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our respective intellectual property rights. In addition, you will retain the right to opt out of arbitration entirely and litigate any Dispute if you provide us with written notice of your desire to do so by regular mail sent to the attention of Somble’s Legal Department at the Somble address set out in Section 24 below within 30 days following the date you first agree to these Terms. Initial Dispute Resolution and Notification. You agree that before initiating any Dispute or arbitration proceeding, we will attempt to negotiate an informal resolution of any dispute. To begin this process, before initiating any arbitration proceeding, you must send a Notice of Dispute (“Notice”) by certified mail to the attention of Somble’s at the Somble address set out below. In the Notice, you must describe the nature and basis of the Dispute and the relief you are seeking. If we are unable to resolve the Dispute within 45 days after Somble’s receipt of the Notice, then you or Somble may initiate arbitration proceedings as set out below. Conducting Arbitration and Arbitration Rules. Any arbitration will be conducted by JAMS pursuant to its Streamlined Arbitration Rules and Procedures (the “JAMS Rules”) then in effect, except as modified by these Terms. The JAMS Rules are available at www.jamsadr.com or by calling 1-800-352-5267. A party who wishes to start arbitration must submit a written Demand for Arbitration to JAMS and give notice to the other party as specified in the JAMS Rules. JAMS provides a form Demand for Arbitration at www.jamsadr.com. JAMS will appoint an arbitrator that is either (1) a retired federal or state court judge, or (2) an attorney who has been licensed to practice law in the state of New York for at least 10 years. The arbitration will be conducted by an in-person hearing, unless we both agree otherwise. If JAMS fails or declines to conduct the arbitration for any reason, we will mutually select a different arbitration administrator. If we cannot agree, a court will appoint a different arbitration administrator. Any arbitration hearings will take place in the county (or other municipality) where you live, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement. During the arbitration, both you and Somble may take one deposition of the opposing party, limited to 4 hours. If we cannot agree on a time and location for a deposition, the arbitrator will resolve any scheduling disputes. Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the JAMS Rules. If you assert a claim against Somble, you will be responsible for paying a $250 consumer filing fee. Somble will pay for all other filing, administration and arbitrator fees and expenses. If your Dispute is for less than U.S. $10,000 (including attorneys’ fees and costs) and the arbitrator, upon final disposition of the case, finds your Dispute was not frivolous, Somble will reimburse your initial filing fee. If we prevail in arbitration, we will pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law. Class Action Waiver. YOU AND Somble AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ dispute is resolved through arbitration, neither JAMS nor the arbitrator may not consolidate another person’s claims with your claims or otherwise preside over any form of a representative or class proceeding for any purpose. If this specific provision is found to be unenforceable, then the entirety of this section shall be null and void. Effect of Changes on Arbitration. Notwithstanding the provisions of Section 14 "Modification", if Somble changes any of the terms of this section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or the date of Somble’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Somble in accordance with the terms of this Section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms). Severability. With the exception of any of the provisions above, if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.

Section 10

CONTRACTING ENTITIES, GOVERNING LAW AND JURISDICTION

If your contract for the Somble Service is with Somble, Inc., these Terms shall be governed by the laws of the State of New York, United States of America, without regard to principles of conflicts of law. If your contract for the Somble Service is with another Somble entity, these terms shall be governed by the laws of the jurisdiction under which that Somble entity is incorporated, without regard to principles of conflicts of law. The Uniform Commercial Code, the Uniform Computer Information Transaction Act, and the United Nations Convention of Controls for International Sale of Goods shall not apply. Subject to the agreements in section 7 above, (i) if your contract for the Somble Service is with Somble, Inc., exclusive jurisdiction for all Disputes that are not required to be arbitrated will be the state and federal courts located in New York, New York, United States of America, and you consent to the jurisdiction of those courts, and (ii) if your contract for the Somble Service is with another Somble entity, exclusive jurisdiction for all Disputes that are not required to be arbitrated will be the courts located in the jurisdiction under which that Somble entity is incorporated, and you consent to the jurisdiction of those court.

Section 11

THIRD PARTY SOFTWARE AND APPLICATIONS

Downloading and/or installing any third party software and/or applications that are not expressly authorized by Somble on any Somble hardware constitutes a breach of these Terms; any such downloading or installation is done at your own risk and may void any applicable warranty or support commitments by Somble. Third Party Links and Content There may be links on the Somble Service that let you leave the particular Somble Service you are accessing in order to access a linked site that is operated by a third party. Somble neither controls nor endorses these sites, nor has Somble reviewed or approved the content that appears on them. Somble is not responsible for the legality, accuracy or inappropriate nature of any content, advertising, products or other materials on or available from any such third party sites. You acknowledge and agree that Somble is not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the access or use of any of the links, content, goods or services available on or through these third party sites.

Section 12

INTELLECTUAL PROPERTY ACKNOWLEDGMENT

You acknowledge and agree that your use of the Somble Services and any Content contained therein is dependent upon you agreeing to and abiding by the Somble Intellectual Property and DMCA Policy at all times. You further acknowledge that the Somble Service contains software and other content that is protected by copyrights, patents, trademarks, trade secrets or other proprietary rights, and that these rights are valid and protected in all forms, media and technologies existing now or hereafter developed. All Somble-generated content, and content provided to Somble by its partners and licensors, is copyrighted individually and/or as a collective work under the U.S. copyright laws and all applicable international copyright (or equivalent) laws in all jurisdictions and protected under other intellectual property laws worldwide; further, as between you and Somble, Somble own intellectual property rights in the selection, coordination, arrangement and enhancement of all content in the Somble Service.

Section 13

SAFETY WARNING

You understand that Somble is not a gymnasium, place of amusement or recreation, health club, facility, fitness studio or similar establishment and the classes they provide are operated and delivered by the applicable venue and not by Somble. Somble is not responsible for the quality of any class provided by a venue or third party (including but not limited to the facility, Creator or curriculum). You are solely responsible for determining whether the class, content or recommendations available on or through the site and/or classes are right for you. You understand that there are certain inherent risks and dangers in exercising and that the classes or content you may attend or participate in offer a range of activity and intensity levels. By using Somble (including but not limited to attending, participating in or using a class[3] , or watching and/or listening to content), you acknowledge and agree, on behalf of yourself, your heirs, personal representatives and/or assigns that you are aware of these risks which include, but are not limited to, property damage, illness, loss and bodily injury or death. You acknowledge that some of these risks cannot be eliminated and you specifically assume the risk of injury or harm. You acknowledge and agree that it is your responsibility to consult with your physician or other health care professional prior to using Somble (including but not limited to attending, participating in or using a class, or watching and/or listening to content) and to determine if and how participating is appropriate for you. Do not use classes or content if your physician or health care provider advises against it. If you experience faintness, dizziness, pain or shortness of breath at any time while exercising, you should stop immediately. You also understand and agree that the site offers fitness and related information that is designed for informational, educational and entertainment purposes only. Nothing stated or posted on or otherwise available through any aspect of the site and/or a class is intended to be, and must not be taken to be, the practice of medical, professional or counseling care. You should not rely on any information on or through the site and/or a class/content as a substitute for, nor does it replace, professional medical advice, diagnosis, or treatment. If you have any concerns or questions about your health or fitness level, you should always consult a physician or other health-care professional. Do not ever disregard, avoid or delay obtaining medical or health related advice from your health-care professional because of something you may have read or heard on or through the site and/or a class. The use of any of the content, recommendations and information provided on or through Somble is solely at your own risk. The site is continually under development and Somble makes no warranty of any kind, implied or express, as to its accuracy, completeness or appropriateness for any purpose. In that regard, developments in research may impact the fitness or related advice that appears on or in connection with the site. No assurance can be given that the advice or recommendations contained in or through the site and/or a class will always include the most recent findings or developments with respect to the particular material or content. Therefore, to the fullest extent permitted by law, you release, indemnify, and hold harmless Somble, its parent, subsidiaries or affiliated entities, and each of their respective officers, directors, members, employees, consultants, contract employees, representatives and agents, and each of their respective successors and assigns, from any and all responsibility, claims, actions, suits, procedures, costs, expenses, damages and liabilities arising out of or in any way related to your participation in or use of the site and/or attendance at, participation in, purchase of and/or use of any class or content including but not limited to with respect to bodily injury, physical harm, loss, illness, death or property damage.

Section 14

MODIFICATION

We may update these Terms at any time, at our sole discretion. If we do so, we’ll let you know by, at a minimum, posting the updated Terms (as indicated by a revised “Last Updated” date at the top of this page) on the Somble Site and/or through the Somble Service. Modifications will be effective on the date that they are posted to the Somble Site. It’s important that you review the Terms whenever we update them before you use the Somble Service. If you continue to use the Somble Service after we have posted updated Terms, you are agreeing to be bound by the updated Terms. If you don’t agree to be bound by the updated Terms, then, except as otherwise provided in Section 9 “Effect of Changes on Arbitration,” you may not use the Somble Service anymore. Because the Somble Service is evolving over time we may change or discontinue all or any part of the Somble Service, at any time and without notice, at our sole discretion

Section 15

ENTIRE AGREEMENT

These Terms incorporate the following legal documents by reference, as well as any other policies or procedures referenced herein that are posted to the Somble Site from time to time: Community Guidelines, Privacy Policy, Help Center Pages, Creator Resource Pages. In the event of a conflict between any policies posted on the Somble Service and these Terms, these Terms will control. These Terms represent the entire understanding between Somble and you regarding the Somble Service or Content and supersede all prior agreements and understandings regarding the same. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

Section 16

COMMUNITY GUIDELINES

The purpose of Somble is to be used as an online marketplace for fitness and wellness content, servicing both fitness and wellness Creators and enthusiasts alike. Content that deviates from the general purpose to teach and take online fitness and wellness instruction, or depicts subject matter that Somble deems inappropriate for an online marketplace for fitness and wellness content, could be subject to removal. It is ultimately at the discretion of Somble to determine if content violates either our Terms of Services and/or Community Guidelines. When you see a page on Somble that you feel violates our community guidelines, please take the time to report them via our content flagging tool. You can read more about how to report a Creator or a post here. This is a commitment to Creators. We know this is your livelihood. We invest heavily in making these decisions as fair and transparent as possible. We always want Creators to feel like they have an open line of communication. So how does this translate to moderation? Our first reflex is always to try to educate Creators to help them understand how a rule has been broken and how to remedy the issue. In cases where the violation is particularly bad or intentional we may take further action such as suspending or removing their account. In the most extreme cases we may ban a Creator from using Somble. These guidelines summarize a thorough, thoughtful, and living internal policy. We’re proud of these guidelines because we believe they will help Creators build a safe and supportive environment in which they can continue to create, share and build intimate and lasting relationships with their Users.

Guidelines

As a User and/or Creator with the Somble platform, you cannot:

create fake pages or collect money for things you’re not actually doing. For example, you cannot create a User page for someone else.

pretend to be or impersonate someone else by using the name, brand or works of another to deceive Users. We will review satire and comedy in a different way as we believe these subgenres are original creations.

use Somble as a prank or to fund non-activity.

impersonate Somble, one of Somble employees, another User, or any other person or entity or falsely state, suggest or otherwise misrepresent any affiliation, endorsement, sponsorship between you and Somble and/or any other person or entity;

falsify account registration information, or make unauthorized use of another's information or content;

use Somble in any manner or for any purpose that is illegal or unlawful, including engaging in any activity that violates any right of any person or entity;

copy, reproduce, distribute, modify, or create derivative works from, any portion of Somble without Somble express written permission;

use Somble for the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise;

transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter”, “spam”, or any other similar solicitation;

engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by Somble, may harm Somble or Users of the Website or expose them to liability;

You shall not create, upload, post, display, publish or distribute Creator Content that is obscene, illegal, fraudulent, defamatory, libelous, hateful, discriminatory, threatening or harassing, or in any way which incites violence or violates any of the aforementioned prohibitions;

violates another's copyright, trademark, right of privacy, right of publicity, or other property or personal right (for example, using the name, likeness, image or other identity of another without proper consent);

promotes or advertises escort services;

promotes any illegal activity, or advocates, promotes, or assists any unlawful act;

involves 3rd party commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter, or advertising;

gives the impression that it emanates from or is endorsed by Somble or any other person or entity, if this is not the case.

As a User and/or Creator with the Somble platform, you cannot:

remove, erase, modify or tamper with any copyright, trademark or other proprietary rights notice that is contained in any Creator Content that you do not own

use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Website, including their ability to engage in real time activities through the Website.

decompile, disassemble, reverse engineer, or otherwise attempt to discover or derive the source code of Somble.

interfere in any way with the operation of Somble or any server, network or system associated with Somble, including, without limitation: hacking, mail-bombing, flooding, overloading, or making "denial of service" attacks; probing, scanning or testing the vulnerability of the site or any server, network or system associated with the site; breaching or circumventing firewall, encryption, security or authentication routines; accessing information not intended for you, or accessing another user's account that you are not expressly authorized to access.

use Somble for any unauthorized purpose, including, without limitation, for purposes of building a competitive product or service, performance or functionality, or for any other competitive purposes;

use any automated program, tool or process (including without limitation, web crawlers, robots, bots spiders, and automated scripts) to access Somble or any server, network or system associated with Somble, or to extract, collect, harvest or gather content or information from Somble.

make any other use of Somble that violates these Terms or any applicable law.

By registering an account with Somble, you represent and warrant that:

you are at least 18 years of age or have your parents permission;

you will fully comply with these Terms;

you accept full responsibility for the use of Somble on any device, whether or not it is owned by you;

you accept full responsibility for any Creator Content created or provided by you; and

your use of Somble will not violate these Terms or any applicable law.

Content uploaded to Somble must be first and foremost instructional fitness and/or wellness content. Content with a general purpose other than to provide instruction in fitness and/or wellness is liable to be removed once flagged and reviewed, and action may be taken against the Creator. Content that displays any of the below subject matter, even if the general purpose of the content is to provide instruction in fitness and/or wellness, is liable to be removed once flagged and reviewed, and action may be taken against the Creator. Somble reserves the right to make this decision. Please note the below list is by no means complete or exhaustive and Somble reserves the right to remove content that depicts subject matter Somble does not feel is appropriate for an online fitness and wellness content marketplace - that decision rests solely with Somble.

Private Information Sharing: information that is associated with individuals or groups of individuals, which could reveal details of their lives or other characteristics that could impact them. Private information is not necessarily information that, on its own, is linked to individuals directly.

Pornography, including but not limited to:

Sexual acts, genitals, or fetishes for the purpose of sexual

Masturbation or fondling of genitals, breasts, or buttocks

Using or displaying sex toys to provide viewers with sexual gratification

Celebrity wardrobe accidents or nude photo leaks

Violent, graphic, or humiliating fetish content where the purpose is sexual gratification

Nudity or partial nudity for the purpose of sexual gratification

Explicit or implied depiction of sex acts for the purpose of sexual gratification

Animated sex acts, pornography, or fetish content

Non-consensual sex acts or unwanted sexualization

Bestiality or promotion of bestiality

Incest or promotion of incest

Aggregating content for the purpose of sexual gratification

Any sexual content involving minors

Please note this is not a complete list.

Hard Drug Use or Creation: Content that depicts abuse of or giving instructions on how to create or distribute hard drugs such as cocaine or opioids. Hard drugs are defined as drugs that can (mostly) lead to physical addiction.

Promoting dangerous remedies or cures: Content which claims that harmful substances or treatments can have health benefits.

Instructions to kill or harm: Showing viewers how to perform activities meant to kill or maim others. For example, giving instructions to build a bomb meant to injure or kill others.

Extremely Dangerous Challenges: Challenges that pose an imminent risk of physical injury.

Dangerous or Threatening Pranks: Pranks that lead victims to fear imminent serious physical danger, or that create serious emotional distress in minors.

Eating Disorders: Content that praises, glorifies, or encourages viewers to imitate anorexia or other eating disorders. Eating disorders are characterized by abnormal or disturbed eating habits which negatively affect a person's health (including eating non-food items).

Violent Events: Promoting or glorifying violent tragedies, such as school shootings, physical harm purposely done unto others.

Terrorism: the unlawful use of violence, intimidation, and/or information especially against civilians, in the pursuit of political aims.

Instructional theft: Showing viewers how to steal money or tangible goods.

Child Abuse: physical maltreatment or sexual molestation of a child.

•Hacking: Demonstrating how to use computers or information technology with the intent to steal credentials, compromise personal data or cause serious harm to others such as (but not limited to) hacking into social media accounts.

Hate Speech. We remove content promoting violence or hatred against individuals or groups based on any of the following attributes:

Age

Caste

Disability

Ethnicity

Gender Identity and Expression

Nationality

Race

Immigration Status

Religion

Sex/Gender

Sexual Orientation

Victims of a major violent event and their kin

Veteran Status

Harassment: Aggressive pressure or intimidation of an individual or group.

Criminal Activity: Content depicting illegal activity of any sort in any of the geographic regions this content is available in.

Flagging

In order to police content on Somble, Somble utilizes a flagging system. Users, Creators and Somble team members have the ability to flag content they feel violates the Community Guidelines or Terms and Services. Flagged content is reviewed promptly by the Somble team, and necessary action can be taken.

Any content posted that is reported by another User or Somble, and that is deemed unacceptable by Somble, will be deleted and the User notified via email. Users who repeatedly or excessively violate Somble’s terms and services or community guidelines may be deactivated. If Somble becomes aware that a User is underage, Somble will promptly deactivate that User's account and delete all information and content of that User from Somble. If you are a parent or legal guardian and become aware that your minor-child has registered on Somble, please immediately notify Somble at team@somble.com.

Last updated on August 14, 2021