Web Site Terms and Conditions of Use

Terms

THE OPEN STUDIO ONLINE WEBSITE AND SERVICE INCLUDING (WITHOUT LIMITATION) ALL WEBSITES, MOBILE APPLICATIONS AND OTHER INTERACTIVE PROPERTIES THROUGH WHICH THE SERVICE IS DELIVERED (COLLECTIVELY, THE “SERVICE”) ARE OWNED, OPERATED AND DISTRIBUTED BY WHITE VALLEY INC., A DELAWARE CORPORATION (REFERRED TO IN THESE TERMS OF SERVICE AS “COMPANY”, “OPEN STUDIO ONLINE” OR “WE” AND THROUGH SIMILAR WORDS SUCH AS “US,” “OUR,” ETC.). BY ACCESSING ANY PART OF THE SERVICE, YOU ARE AGREEING TO THE TERMS AND CONDITIONS DESCRIBED BELOW (THESE “TERMS OF SERVICE”), THE TERMS AND CONDITIONS OF OUR PRIVACY POLICY (THE “PRIVACY POLICY”) AND ANY OTHER LEGAL NOTICES PUBLISHED BY US ON THE SERVICE (COLLECTIVELY, THE “GOVERNING DOCUMENTS”). IF YOU DO NOT AGREE TO ANY OF THESE TERMS, YOU SHOULD NOT USE THE SERVICE. THESE TERMS OF SERVICE APPLY TO ALL USERS, INCLUDING BOTH USERS WHO ARE SIMPLY VIEWING CONTENT AVAILABLE VIA THE SERVICE AND USERS WHO HAVE REGISTERED AS MEMBERS OF OPEN STUDIO ONLINE.

We may, at our sole discretion, modify these Terms of Service at any time. By accessing the Service at any time after such modifications, you are agreeing to such modifications. These Terms of Service were last modified as of July 31, 2015.

Description of Service

Welcome to Open Studio Online, a community of artists who bring the creative process into your home by providing online mentoring services.

The Products enable artists painting at home ("Artists") to connect with independent contractor instructors (the "Mentors") who provide live and recorded instruction, tutoring, and learning services (the “Lessons”) in Our proprietary online studios (the "Studio"). Artists and Mentors are, collectively, "Users." The Products include, without limitation, facilitating and hosting Lessons and supporting materials, and taking feedback from Users.

We reserve the right to refuse to provide the Service to any person for any reason and/or to discontinue the Service in whole or in part at any time, with or without prior notice.

General

These Terms of Service and the Governing Documents are in addition to any agreements, releases or other documents that a User may enter into in connection with a Lesson. Mentoring or accessing a Lesson is at your sole risk. Open Studio Online does not supervise Lessons and is not involved in any way with the actions of any Users at any Lesson. You are solely responsible for all costs and/or risks associated with your participation in any Lesson. Open Studio Online reserves the right to, but is under no obligation, to delete the listing of any Lesson at any time and for any reason.

If You elect to access or use Products that involve payment of a fee, then You agree to pay, and will be responsible for payment of, that fee and all taxes associated with such access or use.

All of Your use, access and other activities relating to the Site and the Products must be in compliance with all applicable laws and regulations, including, without limitations, laws relating to copyright and other intellectual property use, and to privacy and personal identity. In connection with Your use of the Products and Site, You must not provide incorrect or knowingly false information; copy, distribute, modify, reverse engineer, deface, tarnish, mutilate, hack, or interfere with the Products or operation of the Site; frame or embed the Site or Products; impersonate another person or gain unauthorized access to another person's Account; introduce any virus, worm, spyware or any other computer code, file or program that may or is intended to damage or hijack the operation of any hardware, software or telecommunications equipment, or any other aspect of the Products or operation of the Site; scrape, spider, use a robot or other automated means of any kind to access the Products.

General Disclaimer

The Site is only a marketplace for Mentors and Artists. We do not hire or employ Mentors nor are We responsible or liable for any interactions involved between the Mentors and their respective clients. We are not responsible for disputes, claims, losses, injuries, or damage of any kind that might arise out of or relate to conduct of Mentors or Artists, including, but not limited to, any Artist's reliance upon any information provided by a Mentor.

We do not control Submitted Content (as defined below) posted on the Site and, as such, do not guarantee in any manner the reliability, validity, accuracy or truthfulness of such Submitted Content. You also understand that by using the Products may expose You to Submitted Content that You consider offensive, indecent, or objectionable. The Company has no responsibility to keep such content from You and no liability for Your access or use of any Submitted Content, to the extent permissible under applicable law.

The Site and Products may give You access toThe Site and Products may give You access to links to third-party Websites ("Third Party Sites"), either directly or through Lessons or Mentors. The Company does not endorse any of these Third Party Sites and does not control them in any manner. Accordingly, the Company does not assume any liability associated with Third Party Sites. You need to take appropriate steps to determine whether accessing a Third Party Site is appropriate, and to protect Your personal information and privacy on such Third Party Site.

Registration

You may browse the Site and view Content without registering, but as a condition to using certain aspects of the Service, you may be required to register with Open Studio Online and select a password and screen name (“User ID”).

The following terms apply to your use of the Service and any account that you may open or attempt to open via the Service:

●       You are over the age of 18, or, if not, You will only use the Products with the involvement, supervision and approval of a parent or legal guardian.  Children under the age of 13 may not register for an account or purchase Lessons;

●       You must be human to open an account.  Accounts registered by “bots” or other automated methods are not permitted;

●       You must provide your legal full name, a valid email address and any other information requested in order to complete the sign up process;

●       You are responsible for maintaining the security of your account and password.  Open Studio Online will not be liable for any loss or damage from your failure to comply with this security obligation;

●       You agree not to upload any copyrighted, trademarked, or proprietary materials on the Service without the express permission of the owner;

●       You agree to use the Service only for lawful purposes and agree not to use the Service in any way that will infringe upon the use or rights of any other user;

●       You may not transfer Your Account to any other person and you may not use anyone else’s Account at any time without the permission of the account holder.  In cases where You have authorized or registered another individual, including a minor, to use Your Account, You are fully responsible for (i) the online conduct of such User; (ii)controlling the User’s access to and use of the Products; and (iii) the consequences of any misuse.

Conduct on Service

Your use of the Service is subject to all applicable laws and regulations, and you are solely responsible for the substance of your communications through the Service. You agree that you will not upload, share, post, or otherwise distribute or facilitate distribution of any Submitted Content — including text, communications, software, images, sounds, data, or other information — that:

●       Is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, contains explicit or graphic descriptions or accounts of sexual acts (including but not limited to sexual language of a violent or threatening nature directed at another individual or group of individuals), or otherwise violates our rules or policies;

●       Victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age or disability;

●       Infringes on any patent trademark, trade secret, copyright, right of publicity, or other intellectual property or proprietary right of any party;

●       Constitutes unauthorized or unsolicited advertising, junk or bulk email (also known as “spamming”), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;

●       Contains software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party; or

●       Impersonate any person or entity, including any of our employees or representatives.

We neither endorse nor assume any liability for the contents of any Submitted Content. We generally do not pre-screen, monitor, or edit Submitted Contents. However, we and our agents have the right at their sole discretion to remove any Submitted Content or other content that, in our judgment, does not comply with these Terms of Service and any other rules of user conduct for the Service, or is otherwise harmful, objectionable, or inaccurate. We are not responsible for any failure or delay in removing any such Submitted Content or other content. You hereby consent to such removal and waive any claim against us arising out of such removal of any Submitted Content, whether it is your own or another user’s.

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

Specific Obligations of Artists using the Site

If You are a User in search of or participating in a Lesson, You are an Artist and the following additional terms and conditions apply, and You represent, warrant and covenant that:

●       You agree to accept all of the terms and conditions listed in the Service when you access a Lesson on Open Studio Online, including the rules pertaining to continued access to lesson content when a Mentor closes a Lesson (see Lesson Closure section below);

●       You have read, understood, and agree to be bound by the pricing information (see the Pricing section below) before using the Site or accessing a Lesson;

●       The Lessons offered on Open Studio Online are offered directly by the Mentors.  Open Studio Online is not responsible or liable for any information on its Service listings or profiles;

●       You will not disclose any personal information to a Mentor, and otherwise will assume responsibility for controlling how Your personal information is disclosed or used, including, without limitation, taking appropriate steps to protect such information; and

●       You will not solicit personal information from any Mentor or other User.

Specific Obligations of Mentors using the Site

    If You are instructing Artists in connection with a Lesson You are a "Mentor" and the following additional terms and conditions apply, and You represent, warrant and covenant that:

    ●       You are subject to the Company's approval, which We may grant or deny in Our sole discretion;

    ●       You will be responsible for all of Your Submitted Content, that You own or have the necessary licenses, rights, consents, and permissions, and have the authority to authorize Company, to reproduce, distribute, publicly perform (including by means of a digital audio transmission), publicly display, communicate to the public, promote, market and otherwise use and exploit any of Your Submitted Content on and through the Products in the manner contemplated by these this Mentor Agreement, and that no Submitted Content shall infringe or misappropriate any intellectual property right of a third party;

    ●       You have the required qualifications, credentials and expertise, including without limitation, education, training, knowledge, and skill sets, to teach and offer the services You offer on and through the Site and the Products;

    ●       You will not use the Products for any business other than for providing tutoring, teaching and instructional services to Artists;

    ●       You will not engage in any activity that will require Company to obtain any licenses from or pay any royalties to any third party, including, by way of example and not limitation, the payment of royalties for the public performance of any musical works or sound recordings;

    ●       You will not copy, modify or distribute Company Content except as permitted in this Mentor Agreement;

    ●       You shall respond promptly to Users seeking Your services and ensure a quality of service commensurate with the standards of Your industry and instruction services in general;

    ●       By listing a Lesson on Open Studio Online, you understand that it is publicly available to be viewed by any User.

    ●       You agree not to abuse a User's personal information. Abuse is defined as using personal information for any purpose other than those explicitly specified in your Lesson without the User's prior consent.

    ●       You understand that Artists accessing your Lessons will have the opportunity to review their experience. We cannot control the contents of any such review and will not be held responsible for any information or opinions that a user may include in any such review.

    ●       You understand that if you choose to include video in your Lesson Content, you are responsible for the hosting of that video content.  Open Studio Online allows Mentors to embed links to their hosted video content in their Lessons.

    ●       By listing a Lesson on Open Studio Online, you agree to follow the terms outlined in the Lesson Closure section (see below), in particular relating to an Artist's access to video content of a closed Lesson.

Pricing

    A Mentor is solely responsible for determining the Price to be charged for their Lessons, in accordance with the Mentor Terms.  All transactions on the Site are carried out via PayPal.

Payment and Fees - Artists

You may purchase mentoring service related Lessons from a Mentor through the Site, including, without limitation, Workshops, Demos, Tips, Tutorials and Critiques.  Each such purchase is a “Transaction.” All inquiries regarding Transactions will be directed to the relevant Mentor. Company is not responsible for refunds for Transactions (i.e., with Mentors), except as provided in this Agreement.

Lessons you purchase in a Transaction cannot be guaranteed to be available to you perpetually. For example, if we receive a notification of claimed infringement from a copyright owner or its agent with respect to specific Content, then U.S. law may require us to remove that Content from the Service and not make it available for future sale and we may also have to deny continued access to anyone who previously purchased such Content. This means that you may lose access to purchased Content previously available to you through the Service.

If we are required by law to deny access through the Service to previously purchased Content, including by removing access to Content from a User's personal studio, then Company and Mentor will not provide the User who purchased that Content with a refund, except as required by applicable law. Users bear all risk from the denial of access to any Content purchased through the Service.

You warrant that if you enter into a Transaction, then you shall be able to make full and immediate payment for the requested products or services.

Payment and Fees - Mentors

You will set the prices for your Lessons that are charged through Transactions (the “Prices”) through the Site, and you may change the Prices at your sole discretion.

Company shall be entitled to a share of the revenue you receive from Transactions (the “Revenue Share”), which shall be calculated on your gross revenue from Transactions, not including any Transactions for which you or we provide a refund, in accordance with the agreed upon rate schedule. You shall be solely responsible and liable for, and Company shall have no responsibility or liability for, any bad debts (such as credit card returns or fraud), PayPal fees (except for fees charged on Company’s PayPal account), credit card transaction fees, disputed payments, and refunds, except as provided in this Agreement.

Payments received from Users for Transactions shall be directed to you.  Company may retain funds otherwise payable to you if Company is required or chooses to provide a refund on your behalf.

Company retains the right, but does not have the obligation, to immediately halt the offering or sale of any goods or services, prevent or restrict access to the Site or the Services or take any other action in case of technical problems, objectionable material, inaccurate listings, or actions otherwise prohibited by the procedures and guidelines contained on the Site, or for any other reason in the sole and absolute discretion of Company, and to correct any inaccurate listing or technical problems on the Site. Company may immediately halt the offering or sale of any goods or services upon receipt of notifications of claimed infringement, upon acquiring knowledge of actual infringement, or becoming aware of facts or circumstances from which infringing material is apparent with respect to any goods or services.

Additional Fees

We reserve the right, at any time, to change any fees or charges for using any services provided on the Service (or to begin charging fees for any free service), provided that such changes will not apply to fees or charges paid prior to the time of the change.

In addition to the fees set forth above, Company reserves the right to require payment of fees for certain additional features of the Service. Should you elect to subscribe to such features, you shall pay all applicable fees, as described on the Site in connection with such features. Company reserves the right to change its price list and to institute new charges at any time, upon ten (10) days prior notice to you, which may be sent by e-mail or posted on the Site. Use of the Service by you following such notification constitutes your acceptance of any new or increased charges.

Refunds

Open Studio Online offers Artists a thirty (30)-day, no-questions-asked money back guarantee on Lessons. If you, as an Artist, are unhappy with such a Lesson and request a refund within thirty (30) days of the date that you paid for access to that Lesson, we will provide you with a full refund of the amount you paid. To request a refund, please contact us via openstudioonline@gmail.com. Please note that if we believe that you are abusing our refund policy in our sole discretion, we reserve the right to suspend or terminate your account and refuse or restrict any and all current or future use of the Company Products, without any liability to you.

You, as a Mentor, acknowledge and agree that Artists have the right to receive a refund as set forth in this section. Neither Mentors nor Company shall receive any payments, fees or commissions for any transactions for which a refund has been granted. In the event that an Artist requests a refund for a Lesson after Open Studio Online has sent a Mentor payment for that Lesson, Open Studio Online reserves the right to either (1) deduct the amount of such refund from the next payment to be sent to that Mentor, or (2) require that Mentor to refund any amounts refunded to Artists for Mentor's Lesson to the extent no additional payments are due from Open Studio Online to Mentor or such payments due Mentor are insufficient to cover the amounts refunded to Artists.

Copyright, Licenses and Submitted Content

The entire contents of the Service are protected by international copyright and trademark laws and other proprietary rights. The owners of the copyrights and trademarks are Open Studio Online, its affiliates and/or other third party licensors. You may print and download portions of material from the different areas of the Service solely for your own non-commercial use provided that you agree not to change or delete any copyright or proprietary notices from the materials.

Content submitted by Users for inclusion on the Service (including, without limitation, any information submitted on forums or other public areas of the Service) is sometimes referred to in these Terms of Service as “Submitted Content.” Whether or not any Submitted Content is published, it will be subject to these Terms of Service. Open Studio Online does not guarantee any confidentiality with respect to Submitted Content, regardless of whether or not it is published. You are solely responsible for your own Submitted Content and the consequences of posting or publishing them. You represent and warrant that you own or have the necessary licenses, rights, consents and permissions to your Submitted Content (and all content included therein), including the right to authorize Open Studio Online to use the Submitted Content in the manner contemplated by the Service and these Terms of Service.

OPEN STUDIO ONLINE RESPECTS ALL COPYRIGHT, PRIVACY, DEFAMATION AND OTHER LAWS RELATING TO CONTENT AND INFORMATION AND WILL NOT TOLERATE VIOLATION OF SUCH LAWS. NOTWITHSTANDING THE FOREGOING, THE COMPANY DOES NOT SCREEN THE SUBMITTED CONTENT AND ALL USE OF THE SUBMITTED CONTENT BY YOU IS AT YOUR OWN RISK AND THE COMPANY SHALL HAVE NO LIABILITY FOR SUCH USE. IN PARTICULAR, NO REVIEW OR POSTING OR APPEARANCE OF THE SUBMITTED CONTENT ON THE SITE OR THROUGH THE PRODUCTS IS INTENDED TO ACT AS AN ENDORSEMENT OR REPRESENTATION THAT ANY SUBMITTED CONTENT IS FREE OF VIOLATION OF ANY COPYRIGHT, PRIVACY OR OTHER LAWS OR WILL SUIT A PARTICULAR PURPOSE OR BE ACCURATE OR USEFUL. If you are a copyright owner and believe that any Submitted Content or other content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA"). You may be liable for damages (including costs and attorneys' fees) if you materially misrepresent that an activity is infringing your copyright.

Lesson Closure

Lessons You purchase in a Transaction may be closed by the Mentor as and when the Mentor no longer wishes to make the Lesson available for purchase.  Artists who purchased the Lesson prior to closure, will continue to have access to the images and text of the Lesson Content via their personal Studio space.  However, the Mentor is only required to make any video content contained in the Lesson available for an additional 60 days from the closure date.

Termination

We may terminate Your use of the Products or Site immediately without notice for any breach by You of these Terms or any of Our applicable policies, as posted on the Site from time to time. We may discontinue offering any Product, Lesson, or Content at any time (which will terminate Your right to offer these Lessons if You are a Mentor). You may terminate Your use of the Site or the Products at any time, either by ceasing to access them, or by contacting us at openstudioonline@gmail.com (but if You are a Mentor then Artists with access to your Lessons prior to termination shall continue to have access to them for the duration of the Lesson). We have no obligation to retain any of Your Account or Submitted Content for any period of time beyond what may be required by applicable law. Upon termination, You must cease all use of the Site, Products and Content. Any accrued rights to payment and all representations and warranties shall survive termination.

Disclaimer of Warranties

THE SERVICE AND ALL MATERIALS INCLUDED THEREIN ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (A) THE SERVICE AND MATERIALS WILL MEET YOUR REQUIREMENTS, (B) THE SERVICE AND MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR MATERIALS WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR (D) THE QUALITY OF ANY EVENT THAT YOU ATTEND VIA THE SERVICE, OR ANY OTHER PRODUCTS, SERVICES, OR INFORMATION PURCHASED OR OBTAINED BY YOU FROM THE SERVICE FROM US OR OUR AFFILIATES WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS. THE SERVICE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. WE MAY MAKE CHANGES TO THE SERVICE AND ANY OF THE CONTENT OR FEATURES INCLUDED THEREIN, INCLUDING THE PRICES AND ACCESS RULES FOR ANY FUNCTIONALITY, AT ANY TIME WITHOUT NOTICE. THE CONTENT INCLUDED ON THE SERVICE MAY BE OUT OF DATE, AND WE MAKE NO COMMITMENT TO UPDATE SUCH CONTENT.

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

Through your use of the Service, you may have the opportunities to engage in commercial transactions with other users and vendors, including (without limitation) members and mentors. You acknowledge that all transactions relating to any event or other merchandise or services offered by any party, including, but not limited to the purchase terms, payment terms, warranties, guarantees, maintenance and delivery terms relating to such transactions, are agreed to solely between the seller or purchaser of such merchandise and services and you. WE MAKE NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED THROUGH, OR IN CONNECTION WITH THE SERVICE, AND YOU UNDERSTAND AND AGREE THAT SUCH TRANSACTIONS ARE CONDUCTED ENTIRELY AT YOUR OWN RISK. ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY EVENT, PRODUCTS, SERVICES, MATERIALS, OR INFORMATION AVAILABLE ON OR THROUGH THE SERVICE FROM A THIRD PARTY IS PROVIDED SOLELY BY SUCH THIRD PARTY, AND NOT BY US OR ANY OTHER OF OUR AFFILIATES.

Content available through the Service or presented at any event represents the opinions and judgments of an information provider, user, or other person or entity not connected with us. We do not endorse, nor are we responsible for the accuracy or reliability of, any opinion, advice, or statement made by anyone other than an authorized Open Studio Online spokesperson speaking in his/her official capacity.

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

You understand and agree that the Service is provided "AS IS" and that we assume no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings.

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

Limitation of Liability

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

FURTHER, NEITHER SHALL OPEN STUDIO ONLINE BE LIABLE IN ANY WAY FOR ANY EVENT OR OTHER THIRD PARTY GOODS AND SERVICES OFFERED THROUGH THE SERVICE OR FOR ASSISTANCE IN CONDUCTING COMMERCIAL TRANSACTIONS WITH OTHER USERS OF THE SITE, INCLUDING WITHOUT LIMITATION ANY TRANSACTION BETWEEN A MEMBER AND MENTOR.

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

Indemnification

Upon a request by us, you agree to defend, indemnify, and hold us and the other Open Studio Online Parties harmless from all liabilities, claims, and expenses, including attorneys’ fees that arise from your violation of these Terms of Service or any of the other Governing Documents, or other negligent or wrongful conduct. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

Miscellaneous

Any cause of action or claim you may have with respect to any of the foregoing matters must be commenced within one (1) year after the claim or cause of action arises or such claim or cause of action is barred.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NO CLAIM UNDER THESE TERMS OF SERVICE, THE PRIVACY POLICY OR THE OTHER GOVERNING DOCUMENTS SHALL BE JOINED TO ANY OTHER CLAIM, INCLUDING ANY CLAIM INVOLVING ANY OTHER CURRENT OR FORMER USER OF THE SERVICE, AND NO CLASS ACTION PROCEEDINGS SHALL BE PERMITTED.

These Terms of Service, together with the Privacy Policy and the other Governing Documents, constitute the entire agreement between you and Open Studio Online concerning the Service and the services provided by Open Studio Online. If any provision of any such document is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions thereof, which shall remain in full force and effect. Open Studio Online's failure to insist upon or enforce strict performance of any provision of these Terms of Service or any of the other Governing Documents shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of these Terms of Service. Open Studio Online may assign its rights and duties under these Terms of Service or any of the other Governing Documents to any party at any time without notice to you.

Most communication between Open Studio Online and you will be sent and received electronically. You agree that all electronic communication between Open Studio Online and you shall satisfy any legal requirements that such communications be in writing.

Any rights of Open Studio Online not expressly granted herein are reserved.