Terms of Service Agreement

Spiritual Arts Institute Terms of Service Agreement

This Spiritual Arts Institute Terms of Service Agreement (Agreement) is effective as of the Effective Date, today, and is by and between Spiritual Arts Institute, (Spiritual Arts Institute) and You (Member) (collectively a Party or the Parties). This Agreement governs your participation in the Spiritual Arts Institute Platform, allowing you full access to the platform portions of the web site located at www.Spiritual Arts Institute.org (the Site). This Agreement is in addition to the Privacy Policy here applicable to the Site. The Site is operated by Spiritual Arts Institute.

The Bulk of the Agreement

This Agreement sets forth the terms and conditions pursuant to which:

1.Spiritual Arts Institute will provide Access to the Spiritual Arts Institute Platform to you upon your acceptance of the terms and conditions of this Agreement and the Terms of Use for the Site.

2.Your registration for, and use of, the Platform is deemed to be Your agreement to abide by this Agreement including any materials available in Spiritual Arts Institute by reference herein, including but not limited to Spiritual Arts Institute’s terms of use, privacy policy, and security policies, as modified from time to time by Spiritual Arts Institute at its sole discretion.

3. If you do not agree to accept and abide by this Agreement, then You should not access or use the Platform.

4. In the event of any inconsistency between this Agreement and the Privacy Policy, the terms of this Agreement shall govern. Based on the foregoing and in consideration of the promises and covenants set forth in this Agreement, and other good and valuable consideration the receipt and sufficiency of which is acknowledged by the Parties, and intending to be legally bound, the Parties agree as follows:

1. AGREEMENT DEFINITIONS

1.1. Access means the connection to and use of the Spiritual Arts Institute Platform for Members via an Internet web browser in accordance with the terms and conditions of this Agreement.

1.2. Content means the information, photographs, illustrations, audio and visual information, animations, flash files, data files, documents, software, applications, products and services contained or made available to Member(s) in the course of Access to the Platform.

1.3. Member(s) means person(s) who register a Platform Account and purchase Offerings through Access to Spiritual Arts Institute.

1.4. Member Account means the account established by Member for Access to the Platform.

1.5. Member Data or User Data means any data, information or material provided or submitted by Member and Users authorized by Member to the Platform in the course of entering into transactions for the Offerings in the Platform, including User names and passwords and personally identifiable information about Member(s) and User(s) .

1.6. Effective Date means the date this Agreement is accepted by Member opting in to become a registered member of the Spiritual Arts Institute Platform after this Agreement reference is displayed on the home page.

1.7. Intellectual Property Rights means un-patented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other forms of intellectual property rights, any derivatives thereof, and all forms of protection of a similar nature anywhere in the world.

1.8. Offerings means products or services offered by Spiritual Arts Institute or others through Spiritual Arts Institute.

1.9. You or Your refers to the Member that has registered a Member Account to Access the Platform that is a Party to this Agreement.

2. THE Spiritual Arts Institute PROMISE TO OUR MEMBERS & YOUR RIGHTS

2.1. Spiritual Arts Institute grants to Member a non-exclusive, non-transferable, worldwide right to access the Platform solely for purposes of accessing Spiritual Arts Institute services in the Platform, subject to and in compliance with the terms and conditions of this Agreement.

2.2. This grant does not include any rights to any Content displayed in the Platform, or any right of resale or syndication to Access to the Platform.

3. MEMBER ACCOUNT

3.1. Spiritual Arts Institute will provide Access to the Platform to Member and Users authorized by Member that are registered in a Member Account in accordance with the terms and conditions of this Agreement.

3.2. Member will provide true, accurate, current and complete information in establishing the Member Account, and will maintain and promptly update the Member Account information to keep it true, accurate, current and complete.

3.3. In order to purchase services or offerings using the Member Account, Member must provide to Spiritual Arts Institute certain Member Data to Spiritual Arts Institute including a valid current credit card and Member’s authorization to Spiritual Arts Institute or its agents to charge this registered credit card for all amounts due and owing by Member to Spiritual Arts Institute for Platform transactions entered into by Member and/or Users authorized by Member, in accordance with all terms and conditions of such transactions.

3.4. Subject to technical requirements established by Spiritual Arts Institute in its sole discretion, Member and Users authorized by Member will select User names and passwords for Access to the Platform; Member and Spiritual Arts Institute will maintain the confidentiality of such User names and passwords at all times and not disclose such User names and passwords to any unauthorized person without the prior written consent of Member. Member may not select any User name that violates the trademarks, copyrights, publicity rights, or other proprietary rights of any third party and warrants that such User names are unique to Member or Users authorized by Member.

3.5. Member authorizes Spiritual Arts Institute to accept use of the User names and passwords selected by Member and Users authorized by Member as conclusive evidence of authorized Access to the Platform by that Member or Users authorized by Member.

3.6. With respect to any Member Account, Spiritual Arts Institute reserves the rights, in its sole discretion, to: 3.6.1. Review and reset User names and passwords as may be required by law or technical requirements; and 3.6.2.Terminate a Member Account at any time.

3.7. Spiritual Arts Institute does not acquire any rights to any Member Data in any Member Account.

3.8. Spiritual Arts Institute does not claim ownership of the Content that Member uploads, publishes, posts, disseminates, transmits, or in general submits to the Platform, and to Member’s Subscription and Account. By submitting Content to the Platform and for inclusion in Member’s Subscription or Account, you grant Spiritual Arts Institute the worldwide, royalty-free, and non-exclusive license to reproduce, modify, adapt and publish the Content solely for the purpose of displaying, distributing and promoting any Web Site created by Member on Spiritual Arts Institute’s Internet properties. This license exists only for as long as you continue to be a Platform Member and shall be terminated at the time your Subscription and/or Account is terminated.

3.8.1. Member acknowledges that Spiritual Arts Institute does not pre-screen Content, but that Spiritual Arts Institute and its designees shall have the right (but not the obligation) in their sole discretion to refuse or remove any Content that is available via the Platform, or on Spiritual Arts Institute Internet properties. Without limiting the foregoing, Spiritual Arts Institute and its designees shall have the right to remove any Content that violates the Platform Agreement, any other Terms of Use, Conditions, and Policies of Spiritual Arts Institute, or is otherwise objectionable. Member agrees that Member must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content.

4. MEMBER OBLIGATIONS & RULES OF CONDUCT

4.1. Member must maintain the currency and accuracy of all information provided in the Member Account registration.

4.2. Member is responsible for all activity by Member, including compliance with all applicable laws, treaties and regulations in connection with Access to the Platform. As such, Member understands that Content, whether publicly posted or privately transmitted, are the sole responsibility of the person from which such Content originated. This means that Member, and not Spiritual Arts Institute, are entirely responsible for all Content under Member’s Account that is uploaded, posted or otherwise transmitted via the Platform and Spiritual Arts Institute’s Internet properties related to the Platform. Spiritual Arts Institute does not control the Content posted on the Platform and, as such, does not guarantee the accuracy, integrity or quality of such Content. Member understands that by using the Platform, Member may be exposed to Content that is offensive, indecent or objectionable.

4.3. Member shall:

4.3.1.Notify Spiritual Arts Institute immediately of any unauthorized use of any Username or password or any other known or suspected breach of security with respect to a Member Account; and 4.3.2.Report to Spiritual Arts Institute immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by Member or Users authorized by Member.

4.4. Member and any User(s) authorized by Member may not do any of the following (without limitation): 4.4.1.Impersonate any other Spiritual Arts Institute Member or User authorized by any other Member, or provide false identity information to Access the Platform, or the Member Account of any other Member; 4.4.2. Upload, post, transmit, disseminate or otherwise transfer any Content that is unlawful, harmful, indecent, threatening, abusive, harassing, infringing, tortuous, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable. This includes Content that may infer sexual content or provide links to adult content elsewhere. This is also true for Content that promotes any illegal activity or content that may be damaging to our servers or any other server on the Internet, or provide links to such Content; 4.4.3.Upload, post, transmit or otherwise transfer Content that contains software or other material protected by intellectual property laws (or by rights of privacy or confidentiality such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements) unless authorized to do so;

4.4.4.Upload or otherwise transfer or store files that contain viruses, worms, Trojan horses or other form of software or computer code, files, scripts, agents, programs or corrupted files that may damage or inhibit the operation of another computer;

4.4.5.Monitor the availability, performance or functionality of the Platform, or perform any other analysis for any other benchmarking or competitive purposes;

4.4.6.Delete any author attributions, legal notices, or proprietary designations or labels in any file that is uploaded;

4.4.7.Falsify the origin or source of software or other material contained in a file that is uploaded, forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Platform or develop restricted or password-only access pages, or hidden pages or images (those not linked to from another accessible page);

4.4.8. Upload, post or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation, except in those areas of the Platform that are designated for such purpose. Spiritual Arts Institute will be the sole arbiter as to what constitutes a violation of this provision. Members are also in violation of this provision if they engage in spamming using the service of another ISP or IPP, but reference in the spam a Web site hosted on a Spiritual Arts Institute server. Violators will face immediate suspension;

4.4.9.Modify or make derivative works based upon the Platform;

4.4.10.Create Internet links to the Platform or frame or mirror any Content on any other server or wireless or Internet-based device; or

4.4.11.Reverse engineer Access to the Platform for any reason;

4.4.12.Harm minors in any way;

4.4.13.Interfere with or disrupt the integrity or performance of the Platform or servers or networks connected to the Platform, or disobey any requirements, procedures, policies or regulations of networks connected to the Platform;

4.4.14.Attempt to gain unauthorized access to the Platform or its related systems or networks;

4.4.15.Download or copy any account information for the benefit of another Member or licensor; or

4.4.16.Use any data mining, robots, or similar data gathering and extraction tools, and collect or store personal data about others;

4.4.17. Intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;

4.4.18. Promote or provide instructional information about illegal activities, promote physical harm or injury against any group or individual, or promote any act of cruelty to animals. This may include, but is not limited to, providing instructions on how to assemble bombs, grenades and other weapons, and creating Crush sites;

4.4.19. Misrepresent the Platform in such a way that will result in needless traffic. Some examples of unacceptable content or links include: pirated software, hacker programs or archives, Warez sites, Spamware, Copyrighted MP3s and IRC bots;

4.4.20. Perform any action that will adversely impact other users of the Platform or exceed imposed usage limits.

4.5. Member and Users authorized by Member may not use the Platform in any manner that could damage, disable, overburden, disrupt the normal flow of dialogue, cause a screen to scroll faster than other Members of the Platform are able to type, or impair the operation of the Platform or interfere with any other Members use and enjoyment of the Platform and engage in real time exchanges.

4.6. Violation of any of these prohibitions is grounds for immediate termination of a Member Account.

5. THIRD PARTY INTERACTIONS

5.1. Access to the Platform may involve communications and transactions with third parties. All such communications and transactions may be subject to additional and different terms and conditions. Member’s correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Platform, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. You agree that Spiritual Arts Institute shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Service.

6. PRIVACY & SECURITY

6.1. Spiritual Arts Institute privacy and security policies may be viewed here and Spiritual Arts Institute reserves the right to modify its privacy and security policies in its sole discretion from time to time.

6.2. In addition to the Privacy Policy, from time to time You may be required to communicate specific permission (opt-in) or to deny or revoke permissions (opt-out) to certain uses of your Member Data. In such cases You agree that your decision to opt-in or opt-out may result in denial of Access to certain Offerings or termination of your Member Account.

6.3. The Platform includes links to other Web sites with privacy policies that may differ from the Spiritual Arts Institute Privacy Policy. If You submit personal information to any of those sites, then your information is subject to their privacy policies and Spiritual Arts Institute privacy policy does not apply to the information you submitted to those sites.

6.4. Spiritual Arts Institute will provide you reasonable access to your personally identifiable information, at no cost to you, within 30 days of your request. If we cannot provide access within the 30-day period, we will tell you when we will provide access. In the unlikely event that we cannot provide you access to this information, we will explain why we cannot do so. To request access to your personally identifying information, contact us by email.

7. INTELLECTUAL PROPERTY OWNERSHIP

7.1. Spiritual Arts Institute (and its licensors, as applicable) owns all right, title and interest, including all related Intellectual Property Rights, in and to the Spiritual Arts Institute Platform, and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Member or any other person relating to the Platform.

7.2. This Agreement is not a sale and does not convey to Member any rights of ownership in or related to the Platform, the Spiritual Arts Institute Platform, and or the Intellectual Property Rights owned by Spiritual Arts Institute.

7.3. The Spiritual Arts Institute name, the Spiritual Arts Institute logo, and the product names associated with the Platform are trademarks of Spiritual Arts Institute or third parties, and no right or license is granted to use them.

7.4. Member acknowledges that the Platform contains Content that may be protected by copyright, trademark, or other proprietary rights of Spiritual Arts Institute or other third parties. Member may not use any Spiritual Arts Institute logo or other proprietary graphic or trademark without express written permission.

8. REPRESENTATIONS & WARRANTIES

8.1. Each Party represents and warrants that it has the legal power and authority to enter into this Agreement.

8.2. Spiritual Arts Institute represents and warrants that it will provide the Platform in a manner consistent with generally applicable industry standards and that the Platform will perform substantially in accordance with the Spiritual Arts Institute Technical Support documentation under normal use and circumstances.

8.3. Member represents and warrants as follows:

8.3.1.The information provided by Member in the Member Account registration is true, accurate, and complete, to the best of Member’s actual knowledge;

8.3.2.Member has not falsely or deceptively identified itself or any User authorized by Member;

8.3.3.Member is of sufficient legal age to use Access the Platform and to create binding legal obligations for any liability that Member may incur as a result of the use of the Platform;

8.3.5.Member has permission and rights to use any Content, information or files that are copyrighted by a third party. Member represents and warrants to Spiritual Arts Institute that all such permissions have been obtained, and evidence of all necessary permissions may be requested by Spiritual Arts Institute.

9. INDEMNITY

9.1. Member shall indemnify and hold harmless Spiritual Arts Institute and its affiliates, officers, directors, employees, attorneys, agents, licensors, and their affiliates from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with:

9.1.1.Any use of Access to the Platform by any person using Your User name and passwords, whether or not authorized by you, not arising from the negligence of Spiritual Arts Institute;

9.1.2. Any breach by You of this PLATFORM Agreement. 9.1.3. Member will indemnify and hold harmless Member from any and all claims resulting from Member’s negligence, intentional failure or inability to obtain proper copyright permissions.

9.2. Spiritual Arts Institute reserves the right, at Your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, and in such case, You agree to cooperate with Spiritual Arts Institute defense of such claim.

10. DISCLAIMER OF WARRANTIES

10.1. Spiritual Arts Institute MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE PLATFORM OR ANY CONTENT THEREIN.

10.2. Spiritual Arts Institute DOES NOT REPRESENT OR WARRANT:

10.2.1.THAT YOUR USE OF THE PLATFORM OR ANY CONTENT DISPLAYED IN THE PLATFORM WILL BE SECURE, TIMELY, UNINTERRUPTED, ERROR-FREE, OR OPERATE WITH ANY SPECIFIC COMBINATION OF HARDWARE, SOFTWARE, SYSTEM OR DATA;

10.2.2. THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS;

10.2.3.THAT ANY STORED MEMBER DATA WILL BE ACCURATE OR RELIABLE. THAT THE QUALITY OF ANY OFFERINGS IN THE PLATFORM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS;

10.2.4.THAT ANY OFFERINGS IN THE PLATFORM BY Spiritual Arts Institute OR THIRD PARTIES DO NOT INFRINGE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES; OR

10.2.5.THAT THE PLATFORM OR ANY OFFERING AVAILABLE IN THE MARKETPLACE WILL BE FREE OF VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES.

10.3. YOU ARE GRANTED ACCESS TO THE PLATFORM AND ALL CONTENT STRICTLY ON AN AS IS BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

10.4. Spiritual Arts Institute may change, suspend or discontinue all or any aspect of the Platform at any time, including the availability of any feature, database, or Content, without prior notice or liability.

10.5. Certain jurisdictions may not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to Member.

11. LIMITATION OF LIABILITY

11.1. Neither Party shall be liable to the other for any special, indirect, punitive, incidental or consequential damages (including loss of use, data, business, profits, or other economic advantage) arising out of or in connection with this Agreement or Access to the Platform or any Offering in the Platform, whether arising in contract, warranty, tort (including negligence), strict liability or otherwise, and whether or not such Party has been advised of the possibility of such loss or damage.