TERMS OF USE




Please read these Moviing Terms of Use with care before You make use of the Moviing Service, which is located at www.Moviing.co (the “Site”). We'll refer to You here as "You” and “Your.” We will refer to Moviing, ltd. as “Moviing,” “we,” “us” or “our”.
These Moviing Terms of Use as they may be subsequently amended (“Terms of Use” or “Terms”) outline the terms and conditions applicable to Your use of the Moviing Service and any related services, aspects, functions, software platforms and derivatives of the Moviing Service (collectively, the "Service").

This is a legally binding agreement between Moviing and You.
• Use of the Service for any purpose that is unlawful or prohibited by the Terms of Use is prohibited.
• By accepting these Terms You confirm that You are at least 13 years of age. Moviing is not intended for anyone under the age of 13.
• By accepting these Terms You also confirm that You are either 18 years of age or older, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in the Terms of Use, and to abide by and comply with the Terms of Use.

By using the Service, You acknowledge and agree that You are subject to the Terms of Use, including our Privacy Policy, which is incorporated by and made a part of the Terms of Use. If You do not accept the Terms of Use You may not use the Service.
Welcome to the Service. It was created by Moviing as a platform for personal communication, knowledge sharing and entertainment.
The Service is a live-video knowledge and entertainment platform. Subject to the Terms of Use (as they might be amended) and any other applicable agreements between You and Moviing, the Service allows You to broadcast Your video for viewing – in real time - by a public online audience and to view the video broadcasts of other users of the Service. Moviing reserves the right in its sole discretion, to change, modify, add, or delete features and functions of the Service at any time.
We take responsibility for what we have created, and You agree to take responsibility for Your use of our Service whether as a creator of Content (defined below) or as a viewer. We require that You treat others with respect, do not use the Service for anything that would be deemed illegal or obscene.

Registration
In order to access some features of the Service, and to be able to Submit (as that term is defined below) Content as a broadcaster, You will have to create a Moviing account (the “Moviing Account”). You can alter such information by updating Your Facebook®, account) and You also may alter Your Moviing Account information by logging into the Service and accessing Your dashboard.
You agree not to share Your Moviing Account password or let others have access to Your Account and You will not attempt to transfer Your Moviing Account to anyone else. You are responsible for the activity that happens on or through Your account, so we urge You to keep Your account password secure and to always log-off when leaving Your computer or mobile device unattended. Although Moviing will not be liable for losses caused by any unauthorized use of Your Moviing Account, You may be liable for the losses of Moviing or others due to unauthorized use. We strongly recommend that You notify us immediately of unauthorized use of Your Moviing Account or of any related security breach by contacting us at [email protected]

Ownership of The Service
All elements of the Service, including underlying platforms, software, look and feel, and other components (“Service Components”), to the full extent protectable by law, are either proprietary to Moviing. Except as expressly set forth in the Terms of Use, no license, assignment, or other grant of rights in any Service Components, Trademarks, copyrights, or any other intellectual property is granted to You and no such grant will result from Your accessing or using the Service. All rights in the Service not granted under the Terms of Use are reserved by Moviing. The Service may contain links to third party services that are not owned or controlled by Moviing. Moviing has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party services. In addition, Moviing will not and cannot censor or edit the content of any third party service. You expressly release Moviing from any and all liability both known and unknown arising from Your use of any third party service.

User-Generated Content
The term “Content” refers to any information, data, communication, video, text, graphics, photos, sounds, music, audiovisual works, chat feed comments, gifting and/or other contributions appearing on the Service that users of the Service may broadcast, upload, or otherwise submit (collectively, “Submit”) to the Service, or view or access on the Service.
All right, title and interest in Content Submitted by You to the Service, to the extent it does not belong to third parties, will remain with You, subject to the licenses You make hereunder. Moviing does not and will not claim any ownership over such Content. Notwithstanding the foregoing, You hereby waive any moral rights that You may have in Your Content in favor of Moviing and anyone acting with the authorization of Moviing.
Moviing assumes no responsibility for Content Submitted by You or any other users of the Service. You shall be solely liable for Content that You Submit to the Service, including without limitation for any consequences of publishing the Content through the Service. Your potential liability applies, for example, to any Content that You include in a broadcast initiated by You, even if you are not the creator of that Content.
You hereby affirm, represent and warrant that You will own or obtain all necessary licenses, rights, consents, and permissions to enable Moviing to publish and otherwise utilize as authorized in the Terms of Use, the Content You Submit to the Service.
You understand that the Service is intended for public use and not for private communications, and You confirm that You have no expectation of privacy with regard to any Content You may Submit to the Service, or any other communication by You made to or through the Service. Furthermore, You are aware that Moviing does not guarantee the security of any information You disclose via the Service and any submission of Content by You to the Service is made at Your own risk. All of the provisions in this Section 4 shall apply with equal force if You Submit Content that includes advertorials, native advertising, or sponsorship (“Sponsored Content”). Without limitation, all of Your representations, warranties, indemnification obligations, and other obligations under the Terms of Use will apply equally to Sponsored Content as they would to any other Content You Submit. You are solely responsible for ensuring that Your Sponsored Content complies with all applicable laws, rules and regulations.
As with other Content, Moviing assumes no liability for Sponsored Content Submitted by You or any other users of the Service, or for any product or service offered by or through Sponsored Content (“Sponsored Products and Services”). You shall be solely liable for Sponsored Content that You Submit to the Service and all elements of it, including without limitation for Sponsored Products and Services and for any other consequences of transmission of Sponsored Content through the Service.
In addition to all other termination provisions set forth in the Terms of Use, Moviing reserves the right to terminate immediately Your access to the Service if You fail to make disclosures in any Sponsored Content You Submit in accordance with the applicable laws, rules and regulations. Further, in the event that Sponsored Content Submitted by You includes material or promotes products or services which, in Moviing’s sole opinion, might insult or offend users of the Service or which might tend to injure the success of the Service or the good name of Moviing, or if Your Sponsored Content does not comply with the Acceptable Use Policy or, as determined in Moviing’s sole opinion, conflicts with or does not align with Moviing’s business, community, ethical or other goals, then Moviing shall have the right (a) to require that You cease submission of the Sponsored Content and/or (b) immediately terminate Your access to the Service. By Submitting Content to the Service, You are granting Moviing and its agents and designees a perpetual worldwide, non-exclusive, royalty-free, sub-licenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform such Content in connection with the Service and with the businesses of Moviing and those of its successors, licensees, and affiliates, including without limitation for the purpose of promoting and advertising the Service and redistributing part or all of the Service (and works derived therefrom) in any and all media formats and through any and all media channels now known or later developed.
Without limitation, the foregoing license includes the right of Moviing to grant each user of the Service a non-exclusive license to access Your Content through the Service, and to use, reproduce, distribute, display, perform, edit, modify and comment upon such Content as permitted through the functionality of the Service, subject to the Terms of Use. Nothing herein, however, shall be construed to permit use of such Content by users of the Service for endorsements of any product or service (other than the Service), or for any other commercial purpose, not authorized by You.
In connection with the exercise of each of the foregoing rights licensed by You, You consent to use of Your name, image, likeness, photograph, performance, voice, biographical details, Facebook ID, Twitter handle, Google+ ID, Instagram ID, profile pictures, and any other attributes of Your persona in any and all media now known or hereafter developed, including but not limited to the Internet (such as on the Site and on third party social media websites) and mobile applications, worldwide, in perpetuity; all without payment, compensation or further notification to or permission from You, except where prohibited by law. You hereby release and discharge all claims both known and unknown against, and covenant not to sue, Moviing with respect to the use of any Content Submitted by You as authorized by the Terms of Use (including without limitation any claims that such use violates any proprietary right such as copyrights or rights of publicity/privacy). Acceptable Use Policy
You expressly agree that all Content, including without limitation Sponsored Content, that You Submit will not be: (1) defamatory, libelous, abusive, or obscene, and without limitation, shall not include material that encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, federal, or international law; (2) infringe on the copyright or any other proprietary right of any person or entity; (3) invade the privacy of any person; (4) contain a virus, worm, Trojan horse, time bomb, or any other harmful program or component; or (5) be otherwise inappropriate or unlawful.

You also agree that You will not (i) use the Service to spam others or create mass-emails, (ii) continue harmful behavior if You have been warned of such; (iii) use or launch any automated system, including without limitation, "robots," "spiders," or "offline readers," that accesses the Service in a manner that sends more request messages to the Moviing servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser, and/or (iv) create a false identity (except for a user name unique to you that does not violate the rights of a third party, such as a celebrity or owner of intellectual property); and/or (v) forge an email address or header; or in any other way attempt to mislead others as to the identity of the sender or the origin of the message. You agree not to copy, scrape, re-post, take screen shots of, save, share, distribute, modify or make derivative works of any Content provided through the Service, except as expressly provided through the Service’s functionality and in the Terms of Use. You agree not to collect or harvest any personally identifiable information, including account names, from the Service, nor to use the communication systems provided by the Service for any commercial solicitation purposes.

Payment Policy
Moviing Service and any Additional Content are purchased via Moviing website or via Apple’s iTunes store or Android’s Google Play store. When you purchase the membership, you are also subject to the iTunes or Google Play terms of service.
Paid membership
Users that sign up to Moviing have access to limited recoreded classes for an unlimited time. To access the premium features of Moviing, including (but not limited to) a live option to allow the instructor to see you via the web camera and provide personalised instruction (live classes) and full video library, you will have to pay via an auto-renewing membership plan from Moviing website, Apple’s iTunes store or Android’s Google Play store. In Finland you have also an option to buy a fixed term subscription with supported sport vouchers (we may change the support for sport vouchers at our discretion). Note that if you start with a free trial of premium features, the subscription is automatically charged at the end of the free trial period unless cancelled beforehand.
Renewals and cancellations
Your subscription is automatically renewed at the end of the subscription period (except if a fixed term subscription). You can modify or cancel your subscription at any time from within the application (if purchased online) or by signing in to your iTunes or Google Play account on your computer or iOS or Android device and changing the settings. If you cancel the subscription you can access the service normally until the end of the billing period, we will not refund the remaining the time. For more details: Online: You may cancel automatic renewal at any time before that date from within the Moviing web site through your Manage subscription page: https://Moviing.com/dashboard/ iOS: http://support.apple.com/kb/HT4098 Android: https://support.google.com/googleplay/answer/2476088
Refunds
Any purchases made are final and non-refundable, but if you feel that the service provided has not been as described please contact our Customer Service team at [email protected] Note that if your payment is managed by Apple via iTunes we are not able to process refunds ourselves and you will need to contact Apple customer service for refunds.
Pricing changes
We reserve the right to change our pricing plans at our own discretion. In this case we will try to inform you before any changes so you can modify or cancel your membership before the changes are made. We accept no responsibility for any losses you may incur by failing to change your membership plan after we have informed you of any changes to the pricing plan.
Please note that we may offer limited time promotional prices at our discretion. Those may be also personal offers and not available to everyone. The promotional prices are not available within Apple’s iTunes store or Android’s Google Play store but only via Moviing website.
Furthermore, promotional prices usually represent a one-time discount which is only valid for one purchase, not for any recurring payments. When your Moviing subscription renews itself after your chosen period has ended, the original price will therefore be charged to your account.

Partner Revenue Share Payments
1. Payments
a. General Subscription Revenue Payments
i. General Subscription Revenue Pool. Moviing shall establish and maintain a general subscription revenue share pool (the “Monthly General Subscription Revenue Pool”) consisting of twenty percent (50%) of the Qualifying General Subscription Revenue (as defined below) over a particular calendar Month (a “Month”). Each Fitness Provider working with Moviing (each, a “Client”), shall be allocated a portion of the Monthly General Subscription Revenue Pool (such portion allocable to the Fitness Provider, the “Monthly General Subscription Payment”) determined by the following calculation and definitions:
Calculation: Monthly General Subscription Payment = A*B/C Definitions: A = Qualifying General Subscription Revenue B = Number of Qualifying Minutes allocated the Fitness Provider C = Number of Qualifying Minutes allocated to all Clients Qualifying General Subscription Revenue = revenue actually received by Moviing from the Moviing Subscribers for the streaming of Fitness Classes featuring the Sessions from Fitness Provider and Sessions from all other clients of Moviing (but specifically excluding any Referred Subscribers Revenue or revenue for premium content), less transaction fees, charge backs, bad debt, taxes, commissions, referral fees, technology fees (for example, a fee imposed by Apple for purchases within an iOS app) and licensing fees applicable to the generation of such revenue (in each case as allocated to the general subscription services by the method(s) chosen by Moviing in its sole discretion). Revenue resulting from ancillary fees, such as fitness tracking fees, fitness/health/wellness advice fees, referred subscribers and premium Content, are excluded from the definition of Qualifying General Subscription Revenue. Qualifying Minutes = the aggregate Recorded Session Minutes and Live Session Minutes allocated to a Client over the Month. Recorded Session Factor = the factor set by Moviing for a particular time period in its sole discretion and communicated to Clients as the “Recorded Session Factor” in effect for such period and applied to each minute of Recorded Sessions viewed during such period.
Recorded Session Minutes = the aggregate number of minutes of Recorded Sessions provided by any Client and viewed by a Moviing Subscriber on the Moviing Platform over the Month, with the applicable Recorded Session Factor applied to each minute viewed based on the Recorded Session Factor in effect when that minute was viewed.
a. Referred Subscribers Revenue Payments. Moviing shall pay the Fitness Provider a percentage discussed in advance of all Referred Subscribers Revenue (as defined below) generated during each Month from Sessions provided by the Fitness Provider under Moviing’s referred subscriber policy (each, a “Monthly Referred Subscriber Payment”). “Referred Subscribers Revenue” means all revenue actually received by Moviing from the Moviing Subscribers that subsribed with a Coupon (Promo Code) belonging to the Fitness Provider for the streaming of Fitness Classes featuring the Sessions from Fitness Provider under the Moviing referred subscriber policy in place from time to time, less transaction fees, charge backs, bad debt, taxes, commissions, referral fees, technology fees (for example, a fee imposed by Apple for purchases within an iOS app) and licensing fees applicable to the generation of such revenue (in each case as allocated to the referred subscriber services by the method(s) chosen by Moviing in its sole discretion). Qualifying General Subscription Revenue and revenue resulting from ancillary fees, such as fitness tracking fees, fitness/health/wellness advice fees and premium Content, shall be excluded from the definition of Referred Subscribers Revenue.
b. Other Revenue Payments. Moviing may establish additional classifications of content to be made available on the Moviing Platform, together with protocols for gyms to provide content therefor and Monthly revenue sharing payments associated therewith (collectively, a “Monthly Other Content Payment”).
c. Moviing Subscriber Pricing. The Fitness Provider acknowledges that Moviing will determine its pricing policies with the Moviing Subscribers in its sole and absolute discretion (for example, Moviing may offer free trial periods to the Moviing Subscribers).
2. Timing of Payments. Moviing shall pay the Fitness Provider its Monthly General Subscription Payment, Monthly Referred Subscriber Payment and any Monthly Other Content Payment related to a particular Month in arrears within forty-five (45) days after the last day of such Month; provided, however, that if the aggregate payments to the Fitness Provider for a particular Month is less than Ten Dollars ($100.00) (the “Minimum Payment Threshold”), then such payment shall be made after the end of the first subsequent Month after which the Minimum Payment threshold is exceeded for all amounts owning to the Fitness Provider hereunder. Moviing may, in its sole discretion, reduce the frequency of calculating and paying any amounts under this Article by providing at least fourteen (14) days’ prior notice thereof to the Fitness Provider.

Right to Shut Down, Deny or Limit Access, Remove Content
Moviing has the right, but not the obligation, to screen, refuse to post, remove or edit the Content (including any Sponsored Content), at any time and for any or no reason at all, in our sole discretion. Moviing takes steps to monitor Content and keep the Site, App, and Service safe, but Moviing cannot guarantee their safety. Moviing reserves the right, but assumes no obligation, to remove Content, which is abusive, illegal or disruptive, or that otherwise fails to comply with the Terms of Use, and to limit or revoke Your access in full or in part to the Service, in our sole discretion, at any time, and for any reason, including, but not limited to reasons such as technical difficulties or violation of the Terms of Use.
In addition to any right or remedy that may be available to Moviing under the Terms of Use or applicable law, Moviing expressly reserves the right to suspend, limit or terminate Your access to the Service, at any time with or without notice and with or without cause, including if Moviing determines, in Moviing's sole discretion, that You pose a threat to the Service or its users. In addition, Moviing may refer any information on illegal activities, including Your identity, to the proper authorities.
Given that the Service is provided in real-time, we would appreciate Your help in reporting to us any Content that You believe violates the Terms of Use. Please direct the relevant information, including the IP address used to commit the alleged violation and the date and time of the alleged violation, including the time zone to [email protected]

Feedback from You
While we welcome any feedback or comments from You, please note that any unsolicited ideas, feedback or suggestions pertaining to our business, such as ideas for new or improved products or technologies, website or tool enhancements, processes, materials, marketing plans or new product names, will automatically upon submission become the property of Moviing, without any compensation to You. While under no obligation to review such submissions or to keep such submissions confidential, Moviing may use or redistribute any such submission and its contents for any purpose and in any way it deems fit.
To provide such submissions or feedback, please email [email protected]

Warranties and Disclaimers
You expressly acknowledge and agree that: your use of the service is at your sole risk. The service is provided on an "as is" and "as available" basis. Moviing expressly disclaims (and you hereby waive): (a) all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement, respecting the service and respecting any and all sponsored products and services; (b) all warranties relating to content from users and/or third parties that you may obtain or access at the service including without limitation sponsored content and sponsored products and services. (c) all warranties that such content is free of material that is defamatory, infringes copyright, and/or violates the rights of privacy or publicity of any person or entity or violates any law or governmental regulation. (d) all warranties that: (i) the service will meet your requirements; (ii) the service will be uninterrupted, timely, secure, or error-free; (iii) the results that may be obtained from the use of the service will be accurate or reliable; or (iv) the quality of any products, services, information, or other material obtained by you by or through the service will meet your needs and/or expectations. No advice or information, whether oral or written, obtained by you from or through the service shall create any warranty not expressly stated in these terms of use. Your downloading any material from or through the service is at your own discretion and risk. Without limitation, you will be solely responsible for any damage to your computer system, mobile device, or other device, or loss of data that results from the download of any such material. You understand and agree expressly that Moviing shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Moviing has been advised of the possibility of such damages), resulting from: (i) the use or the inability to use the service; (ii) the cost of procurement of substitute services resulting from any data, information or services purchased or obtained or messages received or transactions entered into through, with or from the service; (iii) the purchase or use of any sponsored products and services; or (iv) any other matter relating to the service. To the extent permitted by law, the total liability of Moviing for any claims under these terms of use, including for any implied warranties, is limited to the amount paid to Moviing by the user. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to you. The Service contains the opinions and views of its users. Moviing does not endorse, guarantee, or assume responsibility for the accuracy, efficacy, or veracity of any Content from users made available through the Service.
Please also note that the Service is controlled and offered by Moviing in the United Kingdom. The laws of other countries may differ regarding the access and use of the Service. Moviing makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so on their own volition and at their own risk, and are responsible for compliance with local law.

Liabilities and indemnities
You shall defend, indemnify and hold harmless Moviing and its directors, officers, employees, representatives and agents ("Related Parties") against all demands, claims, actions, liabilities, losses, costs, damages or expenses whatsoever, known and unknown (including reasonable attorneys' fees) ("Damages") asserted against, imposed upon or incurred by Moviing and/or any of its Related Parties resulting from or arising out of any violation of the Terms of Use by You, and/or the use of Your Content, including, without limitation, any infringement of any third party's rights by Your use of the Service or through Content You Submit or the failure of Your Sponsored Content to comply with applicable law.

Privacy
To learn more about how Moviing protects Your personal information, please refer to the Moviing Privacy Policy, which is incorporated by and made a part of these Terms of Use.

Assignment
Moviing may assign this Agreement to its successors, licensees, and affiliates. However, because the subject matter hereof is personal to You and Your Content, you may not assign this Agreement to any person or entity without Moviing’s prior written consent.

Miscellaneous
Nothing in the Terms of Use shall be construed to create a partnership, joint venture or agency relationship between You and us. You may not assign any of Your rights or delegate any of Your duties under the Terms of Use without the prior written consent of Moviing. Moviing may assign this Agreement and/or any of its rights, and delegate its duties in its discretion. Any purported assignment which is inconsistent with the foregoing shall be null and void. No waiver of any breach of any provision of the Terms of Use shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. In the event any provision of the Terms of Use shall for any reason be held to be invalid, illegal or unenforceable in any respect, the remaining provisions shall remain in full force and effect. In resolving any dispute or construing any provision hereunder, there shall be no presumptions made or inferences drawn (i) because the attorneys for one of the parties drafted the agreement; (ii) because of the drafting history of the agreement; or (iii) because of the inclusion of a provision not contained in a prior draft, or the deletion of a provision contained in a prior draft. All representations, warranties and indemnities contained herein or made by You in connection herewith shall survive any termination, expiration, or suspension of Your rights under the Terms of Use. Section headings are for convenience only and are not a part of the Terms of Use. The Terms of Use contain the entire understanding of the parties and cannot be amended except by a writing signed by both parties. No party hereto has relied on any statement, representation or promise of any other party or with any other officer, agent, employee or attorney for the other party in executing this Agreement except as expressly stated herein.

Amendment
Moviing reserves the right, in its sole discretion, to change, modify, add, or delete portions of the Terms of Use at any time. When using the Service, You may be subject to additional applicable guidelines or rules that may be posted from time to time. All of these guidelines and rules are deemed incorporated into the Terms of Use. While we may attempt to notify You when major changes are made to the Terms of Use, it is Your responsibility to review the Terms of Use periodically to check for changes. When Moviing makes changes, it will give the date of the most recent update in this space so You can be kept abreast by visiting this page. Moviing also reserves the right in its sole discretion and at any time to modify or discontinue, temporarily or permanently, the Service (or any part of it), with or without notice. (Terms of Use last updated: August 30th, 2018)