THE SMALL PRINT

Terms & Conditions- Service

Created: 12 August 2024

Please read these Terms & Conditions of Service (“Terms”) carefully as they contain important information about your legal rights, remedies and obligations. By accessing or using the Pauseology Platform, all Customers agree to comply with and be bound by these Terms.

Please note: Section 17 of these Terms contains an arbitration clause and class action waiver that applies to all Pauseology Customers. It affects how disputes with Pauseology are resolved. By accepting these Terms & Conditions, you agree to be bound by this arbitration clause and class action waiver. Please read it carefully.

These Terms constitute a legally binding agreement (“Agreement“) between you and Pauseoloy (as defined below) governing your access to and use of the Pauseology websites, including any subdomains thereof, and any other websites or digital platforms through which Pauseology makes its services available (collectively, “Site“), all associated Services (defined below) made available by Pauseology, and any mobile, tablet and other smart device applications, and application program interfaces used to access the Services (collectively, “Application”). The Site, Application and Services together are hereinafter collectively referred to as the “Pauseology Platform”. All other terms and policies applicable to your use of the Pauseology Platform are incorporated by reference into this Agreement and can be accessed via the Site.

When these Terms mention “Pauseology,” “we,” “us,” or “our,” it refers to Pauseology & the Contrology NZ platform and products., located at 46 Church St, Auckland 0627, New Zealand.

Our collection and use of personal information in connection with your access to and use of the Pauseology Platform is described in our Privacy Policy.

Any and all payment processing services through or in connection with your use of the Pauseology Platform (“Payment Services“) are provided to you by Pauseology or one or more affiliated third-party entities as set out in the Payments Terms of Service (“Payments Terms“).

1.1 General. The Pauseology Platform is a service that allows individuals (“Customers” or “You”) and certain third parties on behalf of the Customers to purchase, access and use Services and to communicate and transact directly with Customers that are seeking to purchase such Services. Customers may use the Services for themselves or, subject to meeting all eligibility criteria in these Terms or as provided otherwise by Pauseology, for the benefit of another third party, such as a minor child (Customers, and any third party enrolled in Services by a Customer for the third party’s benefit, that are using Services are also “Customers” or, where applicable, “You”). Services may include a live online or in-person offering of single or multi-day fitness training or retreat (“Live Training”), access to pre-recorded training videos (“Training Videos”), and private 1-to-1 or small group coaching (“Coaching”, and together with Live Training and Training Videos, the “Services”).

1.2 No Guarantee. While we may help facilitate the resolution of issues or disputes, Pauseology has no control over and does not guarantee (i) the existence, quality, safety, suitability, or legality of any Services, (ii) the truth or accuracy of any content on the Pauseology, or (iii) the performance or conduct of any user, vendor or third-party. You should always exercise due diligence and care when deciding whether to use or participate in any Services, or communicate and interact with other Customers, whether online or in person. Any media content on the Pauseology Platform are intended only to indicate a photographic or videographic representation of the Services at the time the photo or video was taken, and are therefore not an endorsement by Pauseology of what the Services entail. Pauseoloy does not endorse any product or service referenced or used in any Services, and any use or display by Pauseology is not an endorsement, certification or guarantee by Pauseology about such product.

1.3 Your Relationship With Us. If you choose to use the Services, your relationship with Pauseology is limited to being a customer, and not a employee, agent, patient, independent contractor, joint venturer or partner of Pauseology for any reason, and you act exclusively on your own behalf and for your own benefit, and not on behalf, or for the benefit, of Pauseology. Pauseology does not, and shall not be deemed to, direct or control you generally or in your use of the Services or performance under these Terms. You acknowledge and agree that you have complete discretion whether to agree to use the Services or otherwise engage in other activities. Customers are each responsible for their own performance.

1.4 Promoting Pauseology. To promote the Pauseology Platform and to increase the exposure of Services to potential Customers, Services and other Collective Content may be displayed on other websites, in applications, within emails, and in online and offline advertisements. To assist Customers who speak different languages, Services and other Collective Content may be translated, in whole or in part, into other languages. Pauseology cannot guarantee the accuracy or quality of such translations and Customers are responsible for reviewing and verifying the accuracy of such translations. The Pauseology Platform may contain translations powered by Google. Google disclaims all warranties related to the translations, express or implied, including any warranties of accuracy, reliability, and any implied warranties for merchantability, fitness for a particular purpose and non-infringement.

1.5 Third Party Services. The Pauseology Platform may contain links to third-party websites, resources, services or products (“Third-Party Services”). Such Third-Party Services may be subject to different terms and conditions and privacy practices. Pauseology is not responsible or liable for the availability or accuracy of such Third-Party Services, or the content, products, or services available from such Third-Party Services. Links to such Third-Party Services are not an endorsement by Pauseology of such Third-Party Services. Please be aware that any goods and services provided by Third-Party Services may be subject to separate terms and conditions and liability waivers, as well as local laws and regulations.

1.6 Service Availability. Due to the nature of the Internet and telecommunication services, Pauseology cannot guarantee the continuous and uninterrupted availability and accessibility of the Pauseology Platform or any Services. Pauseology may restrict the availability of the Pauseology Platform or certain areas or features thereof, if this is necessary in view of capacity limits, the security or integrity of our servers, or to carry out maintenance measures that ensure the proper or improved functioning of the Pauseology Platform. Pauseology may improve, enhance and modify the Pauseology Platform and remove access to some Training Videos after a reasonable period of time after the sale of such Training Videos.

1.7 Collection of Promotional Materials. Throughout and during any Services, Pauseology may take photographs or otherwise records videos of events, spaces, classes, coaching, training, activities or the likeness of Customers (“Promotional Materials”). These Promotional Materials are to be used to (i) promote, advertise and market Pauseology and the Services; (ii) review the Promotional Materials in order to improve Pauseology and Services; (iii) where applicable, provide access to Customers, and (iv) for customer support and for general compliance purposes. All Promotional Materials are retained in accordance with our Privacy Policy. By using the Services, you consent to you and/or any third party enrolled by you appearing in Promotional Materials for the limited purposes set forth in this Section 1.7 and in our Privacy Policy.

1.7.1 Assignment. All Customers hereby assigns and transfer to Pauseology any and all proprietary rights, including copyright, and waive all personal rights, which Customer may have in these Promotional Materials. You further grant to Pauseology the right to reproduce, use, exhibit, display, broadcast and distribute and create derivative works (“Displayed”) of these Promotional Materials in any media now known or later developed for promoting, publicizing or explaining Pauseology and its activities and for administrative, educational or research purposes. You acknowledge that Pauseology owns all rights to the images and recordings in any Promotional Materials, including any Promotional Materials Displayed by Customers in any media (such as if a Customer publicly posts a picture of a live workshop to social media).

1.7.2 Waiver. All Customers hereby waive any right to inspect or approve the use of the images or recordings or of any written copy of any Promotional Materials. Customers further waive all moral rights in any Promotional Materials. Customers also waive any right to royalties or other compensation arising from or related to the use of the Promotional Materials. Customers hereby release, defend, indemnify and hold harmless Pauseology, its board of directors, officers, employees or agents from and against any claims, damages or liability arising from or related to the use of the Promotional Materials, including but not limited to claims of defamation, invasion of privacy, or rights of publicity or copyright infringement, or any misuse, distortion, blurring, alteration or use in composite form that may occur or be produced in taking, processing, reduction or production of the finished product, its publication or distribution.

1.7.3 Requests to Omit. Customers may by written notice to Pauseology (“Request to Omit”) request that Pauseology not disclose some or all personal identifying information (such as names, likeness, etc.) of the Customer in Promotional Materials; provided that if a Customer does not submit a Request to Omit prior to Pauseology’s Display of any Promotional Materials (such as if a Training Video has already been edited and posted on the internet for past Customers to re-view the Training Video), Pauseology has the option in its sole discretion to choose whether or not to remove or take down such Displayed Promotional Materials.

2. Eligibility, Using the Pauseology Platform, Customer Verification

2.1 Eligibility. In order to access and use the Pauseology Platform and purchase any Services you must be an individual at least 18 years old or a duly organized, validly existing business, organization or other legal entity in good standing under the laws of the country you are established and able to enter into legally binding contracts. You must be of legal age to form a binding contract to register an account (in many jurisdictions, this age is 18). If you are not yet of legal age to form a binding contract, then you must get your parent or legal guardian to read these Terms and agree to them for you before you use the Pauseology Platform for your benefit. If you are a parent or legal guardian and you provide your consent to your child’s use of the Pauseology Platform or any Services, then you agree to be bound by these Terms with respect to your child’s use of the Pauseology Platform and any Services.

2.2 Export Control Laws. You will comply with any applicable export control laws in your local jurisdiction.

2.3 Additional Requirements. Pauseology may make access to and use of the Pauseology Platform, or certain areas or features of the Pauseology Platform, subject to certain conditions or requirements, such as completing a registration process or submission of required information (such as payment and identification details).

2.4 Additional Terms and Policies. The access to or use of certain areas, features or Services of the Pauseology Platform may be subject to separate policies, standards or guidelines, or may require that you accept additional terms and conditions, before you can access the relevant areas or features of the Pauseology Platform, each of which shall form part of these Terms hereof. If there is a conflict between these Terms and terms and conditions applicable to a specific area or feature of the Pauseology Platform, the latter terms and conditions will take precedence with respect to your access to or use of that area or feature, unless specified otherwise in the latter terms and conditions.

3. Modification of these Terms

Pauseology reserves the right to modify these Terms at any time in accordance with this provision. If we make changes to these Terms, we will post the revised Terms on the Pauseology Platform. Changes to these Terms shall be effective immediately upon posting, and you understand and agree that if you use the Pauseology Platform after the date on which the Terms have changed, Pauseology will treat your access to or use of the Pauseology Platform or any Services thereof as acceptance of the revised Terms. If you disagree with the revised Terms, you may terminate this Agreement with immediate effect. If you do not terminate your Agreement with us, your continued access to the Pauseology Platform or use of any Services will constitute acceptance of the revised Terms.

4. Content

4.1 General. Pauseology may, at its sole discretion, enable Customers to (i) create, upload, post, send, receive and store content, such as text, photos, audio, video, or other materials and information on or through the Pauseology Platform (“Customer Content“); and (ii) access and view Customer Content and any content that Pauseology itself makes available on or through the Pauseology Platform, including proprietary Pauseology content and any content licensed or authorized for use by or through Pauseology from a third party (“Pauseology Content” and together with Customer Content, “Collective Content“).

4.2 Intellectual Property Rights. The Pauseology Platform and Collective Content may in its entirety or in part be protected by copyright, trademark, and/or other laws of New Zealand and other countries. You acknowledge and agree that the Pauseology Platform and Pauseology Content, including all associated intellectual property rights, are the exclusive property of Pauseology and/or its licensors or authorizing third-parties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Pauseology Platform or any Collective Content. All trademarks, service marks, logos, trade names, and any other source identifiers of Pauseology used on or in connection with the Pauseology Platform and Pauseology Content are trademarks or registered trademarks of Pauseology in New Zealand and abroad. Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with the Pauseology Platform, Pauseology Content, and/or Collective Content are used for identification purposes only and may be the property of their respective owners.

4.3 Restrictions on Use of Pauseology Content. You will not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Pauseology Platform or Collective Content, except to the extent you are the legal owner of certain Customer Content or as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Pauseology or its licensors, except for the licenses and rights expressly granted in these Terms.

4.4 Your IP Usage Rights. Subject to your compliance with these Terms, Pauseology grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to (i) view any Services that you have purchased on your personal device(s); and (ii) access and view any Collective Content made available on or through the Pauseology Platform and accessible to you, solely for your personal and non-commercial use.

4.5 Grant of License. By creating, uploading, posting, sending, receiving, storing, or otherwise making available any Customer Content on or through the Pauseology Platform, you grant to Pauseology a non-exclusive, worldwide, royalty-free, irrevocable, perpetual (or for the term of the protection), sub-licensable and transferable license to such Customer Content to access, use, store, copy, modify, prepare derivative works of, distribute, publish, transmit, stream, broadcast, and otherwise exploit in any manner such Customer Content to provide and/or promote the Pauseology Platform, in any media or platform. Insofar as Customer Content (including Promotional Materials) includes personal information, such Customer Content will only be used for these purposes if such use complies with applicable data protection laws in accordance with our Privacy Policy. Unless you provide specific consent, Pauseology does not claim any ownership rights in any Customer Content and nothing in these Terms will be deemed to restrict any rights that you may have to use or exploit your Customer Content.

4.6 Promotional Media. You acknowledge and agree that Pauseology shall have the right to use any Promotional Materials in accordance with these Terms and our Privacy Policy for advertising, marketing and/or any other business purposes in any media or platform, whether in relation to your Services or otherwise, without further notice or compensation to you. Where Pauseology is not the exclusive owner of Promotional Materials, by using such Promotional Materials on or through the Pauseology Platform, you grant to Pauseology an exclusive, worldwide, royalty-free, irrevocable, perpetual (or for the term of the protection), sub-licensable and transferable license to use such Promotional Materials for advertising, marketing and/or any other business purposes in any media or platform, whether in relation to your Service or otherwise, without further notice or compensation to you. Pauseology in turn grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to use the Promotional Materials outside of the Pauseology Platform solely for your personal and non-commercial use.

4.7 Content Uploaded By You. You are solely responsible for all Customer Content that you make available on or through the Pauseology Platform. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all Customer Content that you make available on or through the Pauseology Platform or you have all rights, licenses, consents and releases that are necessary to grant to Pauseology the rights in and to such Customer Content, as contemplated under these Terms; and (ii) neither the Customer Content nor your posting, uploading, publication, submission or transmittal of the Customer Content or Pauseology’s use of the Customer Content (or any portion thereof) as contemplated under these Terms will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

4.8 Restrictions on Content Submissions. You will not post, upload, publish, submit or transmit any Customer Content that: (i) is fraudulent, false, misleading (directly or by omission or failure to update information) or deceptive; (ii) is defamatory, libelous, obscene, pornographic, vulgar or offensive; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening or promotes violence or actions that are threatening to any other person or animal; (v) promotes illegal or harmful activities or substances; or (vi) violates these Terms or any other Pauseology policy. Pauseology may, without prior notice, remove or disable access to any Customer Content that Pauseology finds to be in violation of applicable law, these Terms or Pauseology’s then-current Policies, or otherwise may be harmful or objectionable to Pauseology, its Customers, third parties, or property.

4.9 Respecting Copyrights. Pauseology respects copyright law and expects its Customers to do the same. If you believe that any content on the Pauseology Platform infringes copyrights you own, please contact us.

5. Service Fees

5.1 Service Fees. When purchasing Services, Pauseology may charge fees to Customers (“Service Fees“, and together with Recurring Fees and any applicable Taxes, the “Total Fees”) in consideration for the use of the Pauseology Platform and Services. You are responsible for paying any Service Fees (and any applicable Taxes) that you owe to Pauseology. Except as otherwise provided on the Pauseology Platform, Service Fees are non-refundable.

5.2 Recurring Fees. Some Services may have recurring monthly or annual Service Fees, such as on-going Coaching or Live Training, which will be charged to Customer on a monthly or annual basis (“Recurring Fees”). Recurring Fees and any applicable Taxes will be presented to you as a grand total prior to confirming your purchase of any such recurring Services. By purchasing any recurring Services, you authorize Pauseology to charge your Payment Method on file during each month or year that you are subscribed to such recurring Services, as per the Payment Policies below.

5.3 Changes in Fees. Pauseology reserves the right to change the Service Fees at any time. Such fee changes will not affect any Services purchased made prior to the effective date of the fee change.

5.4 Corrections to Fees. Pauseology reserves the right to make changes to and correct errors in quoted prices at any time. Pauseology will notify you in writing if there are any changes to your Total Fees outstanding, whether due to error or an adjustment under Section 5.3 of these Terms, and you agree to pay the same as if the corrected Total Fees were presented to you at the time of making your original purchase.

5.5 Gifts and Coupons. Pauseology may from time to time offer allow the purchasing of gifted Services or coupons applicable to the purchase of any Services. Where a Customer has received a gift of Services or is not require to otherwise make payment on any Services, such Customer shall still be bound fully by all of the Terms herein.

6. Terms specific for Customers

6.1 Terms applicable to all services

6.1.1 Eligibility Requirements. Subject to meeting any requirements (such as completing any identification verification processes) set by Pauseology, you can make a purchase for any Services with Pauseology by following the respective purchase process on the Site and submitting all requesting information to Pauseology, including your full name, residential address, phone number, email address, billing information and any other information requested by Pauseology from time to time. You must provide accurate, current and complete information during the registration process and keep your information up-to-date at all times. Failure to provide accurate, current and complete information may cause delay and disruptions to your use of any Services, or where Pauseology cannot obtain any required information within a reasonable period of time, Pauseology may cancel your purchase.

6.1.2 Payment Due. Upon purchasing a Service with Pauseology, you will be required to pay the Total Fees due at the time of purchase before your successful purchase of Services will be confirmed. Once Pauseology has had the opportunity to confirm your successful purchase of Services by sending you an email confirmation, your payment will be non-refundable. If Pauseology, in its sole discretion, decides not to approve your purchase for whatever reason, your payment will be refunded in full.

6.1.3 Binding Agreement. Upon receipt of your purchase confirmation from Pauseology, a legally binding agreement is formed between: (i) you and Pauseology for the Services that you have purchased. Pauseology will collect the Total Fees in accordance with these Terms. For certain Services, Customers may be required to pay in full or they may have the option to pay in multiple instalments. This information will be presented to you on the checkout page for the Services that you are trying to purchase.

6.1.4 Additional Customer Terms. If you enrol an additional Customers in any Services or gift any Services to any additional Customers (such as if you are enrolling an additional paid Customer or purchasing a gift for another Customer), you are required to ensure that every additional Customer meets any requirements set in these Terms, and is made aware of and agrees to these Terms, any additional Pauseology Terms (if applicable), and any other rules, restrictions or requirements set by Pauseology. If you are purchasing Services for or gifting Services to an additional Customer who is a minor, you represent and warrant that you are legally authorized to act on behalf of the minor. Minors may only use the Pauseology Platform if (i) authorized and enrolled by an adult who is responsible for them and can legally make decisions for their benefit and (ii) you agree to be bound by these Terms with respect to the minor’s use of the Pauseology Platform and any Services.

6.1.5 Failure to Pay. If Pauseology has not received payment at the time of purchasing Services or as specified in these Terms and any additional Pauseology terms, Pauseology reserves the right to charge any Payment Method held on file or, where Pauseology does not receive payment, to terminate the Services, limit your access to any Services or cancel your recurring subscription. Customers that have failed to make payment when due shall not be entitled to any refund.

6.1.6 Confidentiality of Information. You are responsible for maintaining the confidentiality and security of any information you submit to Pauseology, including information submitted on behalf of an additional Customer, and may not disclose additional Customer information to any third party. You must immediately notify Pauseology if you know or have any reason to suspect that your information has been lost, stolen, misappropriated, or otherwise compromised or in case of any actual or suspected unauthorized use of your information.

7. Terms Applicable to Live Training and Coaching

7.1 Other Services. You should carefully review the description of any Services you intend to book to ensure you (and any additional Customers you are purchasing for or gifting to) meet any minimum age, proficiency, fitness or other requirements which Pauseology has specified. At your sole discretion you may want to inform the Pauseology of any medical or physical conditions, or other circumstances that may impact your and any additional Customer’s ability to participate in any Services; provided that Pauseology does not assume any liability or responsibility by accommodating for any physical, medical or other health conditions. Customers are responsible for identifying, understanding, and complying with all risks that apply to your participation in any Services. Before and during any Services, Customers must at all times adhere to Pauseology’s safety instructions. Pauseology has no obligation to collect or share such information and Pauseology does not assume any liability or responsibility for accommodating for Customer’s physical, medical or other health conditions.

7.2 Authorized Individuals Only. You may not bring any additional individuals to a Service unless such an individual has purchased the Services or has received a valid gift of Services on the Pauseology Platform. By purchasing or gifting a Service available for particular dates and times on the Pauseology Platform (an “Instance”), you agree that only people who book through Pauseology can attend that Instance of the Service. You further agree that you will not allow people to attend any Instance of a Service available on the Pauseology Platform unless that person validly purchased or received a gift for such Service through Pauseology.

7.3 Risk Acknowledgement. By using any Services, you acknowledge and agree that: (i) any risks inherent to the Service lies solely with you, including risk of illness, bodily injury, mental distress, disability, death or damage to property; (ii) you and all additional Customers meet any requirements for participation, such as the minimum age, related skills, level of fitness or other requirements; (iii) you and all additional Customers agree to comply with any safety requirements to participate in the Service (including dress codes, equipment, etc.); (iv) it is your sole responsibility to judge your physical and mental capabilities before and during your participation in any Services, and you will not exceed your physical or mental limits while performing any activities as part of the Services; (v) from time to time, Pauseology may suggest adjustments or equipment be used based on your level of ability and physical or mental condition, and it is your sole responsibility to determine if any such adjustments or equipment are appropriate; (vi) any other prerequisites recommended by the Pauseology. You expressly waive and release any claim that you may have at any time for injury of any kind against Pauseology, or any person or entity involved with Pauseology, including without limitation its directors, principals, instructors, independent contractors, employees, agents, contractors, affiliates and representatives.

7.4 Limitations. Customers are urged and advised to seek the advice of a physician before using any Services, including any physical exercise regimen, routine, program or using any suggested equipment. Pauseology’s responsibilities are limited to operating the Pauseology Platform and providing access to the Services. Pauseology is not a medical organization and does not provide services, advice or diagnosis related to any medical, chiropractic or physical therapy services. Pauseology is not responsible for any decisions made by the Customer, including through the use of any Services, and the results of participating in any Services and/or any consequences thereof. All suggestions and comments relating to the use of equipment, poses, moves and instruction are not required to be performed by you and are carried out at your election while using the Services. Nothing contained in the Services should be construed as any form of such medical, chiropractic or physical therapy advice or diagnosis, nor shall the Services be considered as a substitute for medical treatment or advice.

7.5 Results. Pauseology makes no representations or guarantees verbally or in writing regarding the performance or results from using any Services. Customers accepts that, because of the nature of services and extent of Customer’s participation in the Services, the results experienced by Customers significantly vary. Customer accepts responsibility for such variance. Pauseology and its affiliates disclaim the implied warranties of titles, merchantability, and fitness for a particular purpose.

7.6 Survival. If you or we terminate these Terms, the clauses of this Section 17 that reasonably should survive termination of these Terms will remain in effect. When these Terms are terminated, you are not entitled to a restoration of your account (if your account is cancelled) or of the Customer Content.

8. Cancellations and Refunds

In certain circumstances, Pauseology may decide, in its sole discretion, that it is necessary to cancel or postpone a purchased or gifted Live Training or Coaching session and may in such instances initiate corresponding refunds. This may be where (i) Pauseology believes in good faith, while taking the legitimate interests of all parties into account, this is necessary to avoid significant harm to Pe Pauseology, other Customers, third parties or property, or (ii) for any of the reasons set out in these Terms. If some Services have been consumed but others have been cancelled, Pauseology may issue a partial refund in its sole discretion after deducting any non-refundable amounts due to Pauseology. If you believe that you may be eligible for a refund, please email Pauseology at sandra.gardner@pauseology.co.nz

9. Payment Terms

9.1. Payment Services. Pauseology utilizes a third-party payments services processor to facilitate the collection and remittance of any payments from and to Customers. These payment services may include (if available) the following (collectively, “Payment Services”):

Collecting payments from Customers (“Payment”), by charging the payment method associated with the Customer, such as credit card, debit card, bank account, Stripe account or PayPal account (“Payment Method”);
Refunding Customers (“Payout”) to a financial instrument associated with the Customer, such as a Stripe account, PayPal account, bank account or a debit card (“Payout Method”);
Payment processing services; and
Other payment related services in connection with any Services or Third-Party Services.

In order to use the Payment Services, you must be at least 18 years old, must have submitted all relevant information to Pauseology in accordance with the Terms, and must keep your payment and personal information accurate and complete.

9.2. Your use of the Payment Services

9.2.1 Pauseology Payment Services. By using the Payments Services, you agree to comply with these Terms. Pauseology may: (i) temporarily limit or suspend your access to or use of the Payment Services, or its features, to carry out maintenance measures that ensure the proper functioning of the Payment Services; and (ii) improve, enhance and modify the Payment Services and introduce new Payment Services from time to time.

9.2.2 Third Party Services. The Payment Services may contain links to third-party websites or resources (“Third-Party Services”). Such Third-Party Services are subject to different terms of service and privacy policies, and Members should review them. Pauseology is not responsible or liable for the use of such Third-Party Services. Links to any Third-Party Services are not an endorsement by Pauseology of those Third-Party Services.

9.2.4 Verification. You authorize Pauseology, directly or through third parties, to make any inquiries we consider necessary to verify your identity. This may include (i) screening you against third-party databases or other sources, (ii) requesting reports from service providers, (iii) asking you to provide a form of government identification (e.g., driver’s license or passport), your date of birth, your address, and other information; or (iv) requiring you to take steps to confirm ownership of your email address, Payment Method(s) or Payout Method(s). Pauseology reserves the right to terminate, suspend, or limit access to the Payment Services in the event we are unable to obtain or verify any of this information.

9.2.5 Additional Terms. Your access to or use of certain Payment Services may be subject to, or require you to accept, additional terms and conditions. If there is a conflict between these Payments Terms and terms and conditions applicable to a specific Payment Service, the latter terms and conditions will take precedence with respect to your use of or access to that Payment Service, unless specified otherwise.

9.3. General User Terms

9.3.1 Adding a Payment Method. When you add a Payment Method or Payout Method, you will be asked to provide billing information such as name, billing address, and financial instrument information either to Pauseology or its third-party payment processor(s). You authorize Pauseology and its payment service providers to collect and store your Payment Method information.

9.3.2 Payment Authorization. You allow Pauseology to charge your Payment Method (including charging more than one payment method), either directly or indirectly, for Total Fees due (including any applicable taxes) in connection with any Services purchased.

9.3.3 Timing of Payment. Pauseology generally charges the Total Fees to Customer immediately upon the making any purchases, unless Pauseology has offered you alternative options for the timing and manner of payment. Any additional fees for using those alternative payment options will be included in the Total Fees, as applicable, and you agree to pay such fees. Additional terms and conditions may apply for the use of an alternative payment option. If Pauseology is unable to collect the Total Fees due, as scheduled, Pauseology may cancel or terminate your Services with no refund or recourse.

9.3.4 Currency. Pauseology will process each transaction in United States dollars (USD). Please note that certain bank fees may apply to your payments and the amount listed on your card statement may be different from the amount shown on your account page. Pauseology is not responsible for any such additional fees and disclaims all liability in this regard. Please contact your bank or credit card company if you have any questions about these fees or the applicable exchange rate.

9.3.5 Payment Restrictions. Pauseology reserves the right to decline or limit payments that we believe (i) may violate Pauseology’ risk management policies or procedures, (ii) may violate these Terms, (iii) are unauthorized, fraudulent or illegal; or (iv) expose you, Pauseology, or others to risks unacceptable to Pauseology.

9.3.6 Payment Service Providers. Payment Methods may involve the use of third-party payment service providers. These payment service providers may charge you additional fees when processing payments in connection with the Payment Services, and Pauseology is not responsible for any such fees and disclaims all liability in this regard. Your Payment Method may also be subject to additional terms of use. Please review them before using your Payment Method.

9.3.7 Your Payment Method, Your Responsibility. Pauseology is not responsible for any loss suffered by you as a result of incorrect Payment Method information provided by you.

9.3.8 Failure to Make Payment. If Pauseology is unable to collect your initial payment prior to the start date of your Services, Pauseology will notify you of such declined payment, and require you to complete the payment using an alternative Payment Method within 72 hours of the notice or prior to the start date of your Services, whichever is earlier. If you fail to complete the payment, you authorize Pauseology to cancel the Services on your behalf. You acknowledge that you may incur fees for cancellations.

9.4 General Payment Terms

9.4.1 Fees. Pauseology may charge fees for use of certain Payment Services and any applicable fees will be disclosed to you in these Terms and via the Pauseology Platform.

9.4.2 Payment Authorizations. You authorize Pauseology to collect from you amounts due pursuant to these Terms by charging the Payment Method associated with any purchased Services, or any other Payment Method on file that you authorize when purchasing Services (unless you have previously removed the authorization to charge such Payment Method(s)). Specifically, you authorize Pauseology to collect from you:

Any amount due to Pauseology (e.g., as a result of Services or other actions as a Customer or user of the Services). Any funds collected by Pauseology will set off the amount owed by you to Pauseology and extinguish your obligation to Pauseology.
Taxes, where applicable and as set out in these Terms.
Any penalties payable under these Terms, including any cost and expenses incurred in collecting such penalties.
Any service fees imposed pursuant to these Terms.

In addition to any amount due as outlined above, if there are delinquent amounts or chargebacks associated with your Payment Method, you may be charged fees that are incidental to Pauseology collection of these delinquent amounts and chargebacks. Such fees or charges may include collection fees, convenience fees or other third-party charges.

9.4.4 Payment Processing Errors. Pauseology will take the necessary steps to rectify any payment processing errors that we become aware of. These steps may include crediting or debiting (as appropriate) the original Payout Method or Payment Method used or selected by you, so that you end up receiving or paying the correct amount. This may be performed by Pauseology or a third party such as your financial institution. We may also take steps to recover funds sent to you in error (including but not limited to an event of duplicate payments made to you due to a processing error), by reducing, setting off and/or debiting the amount of such funds from any future Payouts owed to you. To the extent you receive any funds in error, you agree to immediately return such funds to Pauseology.

9.4.5 Prohibited Activities. You are solely responsible for compliance with any and all laws, rules, regulations, and tax obligations that may apply to your use of the Payment Services. In connection with your use of the Payment Services, you may not and you agree that you will not and will not assist or enable others to:

breach or circumvent any applicable laws or regulations;
breach or circumvent any agreements with third parties, third-party rights, or these Terms;
use the Payment Services for any commercial or other purposes that are not expressly permitted by these Terms;
register or use any Payment Method or Payout Method with your Pauseology account that is not yours or you do not have authorization to use;
avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Pauseology or any of Pauseology’ providers or any other third party to protect the Payment Services;

take any action that damages or adversely affects, or could damage or adversely affect, the performance or proper functioning of the Payment Services;
attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Payment Services; or
violate or infringe anyone else’s rights or otherwise cause harm to anyone.

9.4.6 Chargeback Policy. Charges made for any Services are non-refundable. You agree that if you make a payment by credit card, you will not cancel it, request a charge-back, or revoke the card, nor dispute the charge with the credit card company, or otherwise demand a reversal of the charges by the credit card company, unless such an agreement is prohibited by law. You agree to notify Pauseology directly to dispute charges or terminate any Services. Subject to these Terms, Pauseology will promptly refund any undisputed balances to you. If you dispute the charges and cancel, revoke, or charge-back a charge on my credit card such that a fee, penalty, overdraft, or other unanticipated charge is posted to Pauseology’s account, and it is later determined that the charge was properly authorized, you agree to pay all out of pocket fees and costs (including legal fees) incurred by Pauseology as a result of the improper cancellation, revocation, charge-back or dispute.

10. Taxes

10.1 General. As Customers you are solely responsible for determining your obligations to report, collect, remit or pay any applicable taxes or other indirect sales taxes or income taxes (“Taxes“).

10.2 Tax Information. Tax regulations may require us to collect appropriate Tax information from Customers, or to withhold Taxes from Customers, or both. If you fail to provide us with the required documentation under applicable law (e.g., a tax number) that we determine to be sufficient to alleviate our obligation (if any) to withhold Taxes, we reserve the right to withhold payouts up to the tax-relevant amount as required by law, until resolution.

10.3 Remittance of Taxes. You understand that any appropriate governmental agency, department and/or authority (“Tax Authority“) where you are located may require Taxes to be collected from Customers on Total Fees, and to be remitted to the respective Tax Authority. The laws in jurisdictions may vary, but these Taxes may be required to be collected and remitted as a percentage of the Total Fees.

11. Prohibited Activities

11.1 General. You are solely responsible for compliance with any and all laws, rules, regulations, and Tax obligations that may apply to your use of the Pauseology Platform. In connection with your use of the Pauseology Platform, you will not and will not assist or enable others to:

breach or circumvent any applicable laws or regulations, agreements with third-parties, third-party rights or our Terms;
use the Pauseology Platform or Collective Content for any commercial or other purposes that are not expressly permitted by these Terms or in a manner that falsely implies Pauseology endorsement, partnership or otherwise misleads others as to your affiliation with Pauseology;
copy, store or otherwise access or use any information, including personally identifiable information about any other Customer, contained on the Pauseology Platform in any way that is inconsistent with Pauseology’ Privacy Policy or these Terms or that otherwise violates the privacy rights of Customers or third parties;
use the Pauseology Platform in connection with the distribution of unsolicited commercial messages (“spam”);
unless Pauseology explicitly permits otherwise, purchase any Services if you will not actually be using the Services yourself, except where the Services are being booked by you for use by an additional Customer in accordance with these Terms;
contact another Customer for any purpose other than asking a question related to your own use of Services, their use Services, or the Customer’s use of the Pauseology Platform, including, but not limited to, recruiting or otherwise soliciting any Customer to join third-party services, applications or websites, without our prior written approval;
circumvent any fees on the Pauseology Platform for any other reason;
request, accept or make any payment for any fees outside of the Pauseology Platform or Pauseology (such as charging fees to a third-party to access your recordings of Services). If you do so, you acknowledge and agree that you: (i) would be in breach of these Terms; (ii) accept all risks and responsibility for such payment, and (iii) hold Pauseology harmless from any liability for such payment;
discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or otherwise engage in any violent, harmful, abusive or disruptive behaviour;
engage in any violence, harassment or sexual misconduct against anyone;
misuse or abuse any Services as determined by Pauseology in its sole discretion.
use, display, mirror or frame the Pauseology Platform or Collective Content, or any individual element within the Pauseology Platform, Pauseology’ name, any Pauseology trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page in the Pauseology Platform, without Pauseology’ express written consent;
dilute, tarnish or otherwise harm the Pauseology brand in any way, including through unauthorized use of Collective Content, registering and/or using Pauseology or derivative terms in domain names, trade names, trademarks or other source identifiers, or registering and/or using domains names, trade names, trademarks or other source identifiers that closely imitate or are confusingly similar to Pauseology domains, trademarks, taglines, promotional campaigns or Collective Content;
use any robots, spider, crawler, scraper or other automated means or processes to access, collect data or other content from or otherwise interact with the Pauseology Platform for any purpose;
avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented by Pauseology or any of Pauseology’ providers or any other third party to protect the Pauseology Platform and access to any Services;
attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Pauseology Platform;
take any action that damages or adversely affects, or could damage or adversely affect the performance or proper functioning of the Pauseology Platform;
export, re-export, import, or transfer access to any Services except as authorized by New Zealand law, the export control laws of your jurisdiction, and any other applicable laws; or
violate or infringe anyone else’s rights or otherwise cause harm to anyone.

11.2 Pauseology’s Rights. You acknowledge that Pauseology has no obligation to monitor the access to or use of the Pauseology Platform by any Customer or to review, disable access to, or edit any Customer Content, but has the right to do so to (i) operate, secure and improve the Pauseology Platform (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes); (ii) ensure Customers’ compliance with these Terms; (iii) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; (iv) respond to Customer Content that it determines is harmful or objectionable; or (v) as otherwise set forth in these Terms. Customers agree to cooperate with and assist Pauseology in good faith, and to provide Pauseology with such information and take such actions as may be reasonably requested by Pauseology with respect to any investigation undertaken by Pauseology or a representative of Pauseology regarding the use or abuse of the Pauseology Platform.

12. Term and Termination, Suspension and other Measures

12.1 Term. This Agreement shall be effective for a 30-day term, at the end of which it will automatically and continuously renew for subsequent 30-day terms until such time when you or Pauseology terminate the Agreement in accordance with this provision.

13.2 Your Right to Terminate. You may terminate this Agreement at any time by sending us an email. If you terminate this Agreement, any Services you have purchased or been gifted will be automatically cancelled and your access may be withdrawn in Pauseology’s sole discretion.

13.3 Pauseology’s Right to Terminate. Without limiting our rights specified below, Pauseology may terminate this Agreement for convenience at any time by giving you seven (7) days’ notice via email to your registered email address.

13.4 Termination for Breach. Pauseology may immediately, without notice, terminate this Agreement and/or stop providing access to the Pauseology Platform if (i) you have materially breached your obligations under these Terms, (ii) you have violated applicable laws, regulations or third party rights, or (iii) Pauseology believes in good faith that such action is reasonably necessary to protect the personal safety or property of Pauseology, its Customers, or third parties (for example in the case of fraudulent or inappropriate behaviour of a Customer).

13.5 Additional Remedies. In addition, Pauseology may take any of the following measures (i) to comply with applicable law, or the order or request of a court, law enforcement or other administrative agency or governmental body, or if (ii) you have breached these Terms, applicable laws, regulations, or third party rights, (iii) you have provided inaccurate, fraudulent, outdated or incomplete information regarding a Payment Method or Payout Method or during the Pauseology purchasing process or thereafter, (iv) you at any time fail to meet any applicable quality or eligibility criteria for any Services, (v) Pauseology becomes aware of or has received complaints about your performance or conduct, (vi) you have repeatedly failed to make payment when due or failed to respond to payment requests without a valid reason, (vii) for any amounts you owe under the Payment Terms that are overdue or in default, or (viii) Pauseology believes in good faith that such action is reasonably necessary to protect the personal safety or property of Pauseology, its Customers, or third parties, or to prevent fraud or other illegal activity:

refuse to accept or delay the provision of any Services;
cancel any purchased Services;
limit your access to or use of the Services;
temporarily or permanently revoke you from making future purchases;
temporarily or in case of severe or repeated offenses permanently suspend your use of the Services and stop providing access to the Pauseology Platform and/or any Services.
limit or temporarily or permanently suspend your use of or access to your Payment Services pursuant to the Payment Terms.

In case of non-material breaches and where appropriate, you may be given notice of any intended measure by Pauseology and an opportunity to resolve the issue to Pauseology’ reasonable satisfaction.

Further, for unsuccessful payment due to card expiration, insufficient funds, or otherwise, we may temporarily suspend your access to the Payment Services until we can charge a valid Payment Method.

13.6 Effect of Termination. If we take any of the measures described above (i) we may issue a refund to any affected Customers in accordance with our refund policy and (ii) you will not be entitled to any compensation for pending or purchased or gifted Services that were cancelled.

13.7 Access and Use of Platform on Termination. When this Agreement has been terminated, you are not entitled to use the Pauseology Platform or any Services. If your access to or use of the Pauseology Platform has been limited or been suspended or this Agreement has been terminated by us, you may not access and use the Pauseology Platform yourself or through an additional Customer.

13.8 Survival. Sections 4 and 14 to 20 of these Terms shall survive any termination or expiration of this Agreement.

14. Disclaimers

You agree that some Services may carry inherent risk, and by participating, purchasing or using those Services you choose to assume those risks voluntarily. For example, some Services may carry risk of illness, bodily injury, disability, or death, and you freely and wilfully assume those risks by choosing to participate or use those Services. You assume full responsibility for the choices you make before, during and after your participation or use of any Services. If you choose to use the Pauseology Platform, any content on the Pauseology Platform or any Services, you do so voluntarily and at your sole risk. The Pauseology Platform, any content on the Pauseology Platform and all Services offered on or through the Pauseology Platform are provided “as is”, without warranty of any kind, either express or implied. You agree that you have had whatever opportunity you deem necessary to investigate the Services and any laws, rules or regulations that may be applicable to the Services and that you are not relying upon any statement of law or fact made by Pauseology as it relates to the Services.

To the fullest extent permitted by law, Pauseology its officers, directors, employees and agents disclaim all warranties, express or implied, in connection with the Service, and your use thereof. Pauseology makes no warranties or representations about the accuracy or completeness of any content on the Pauseology Platform or in any Services and assumes no liability or responsibility or any (I) errors, mistakes, or inaccuracies of content, (II) personal injury, disability, death or property damage, of any nature whatsoever, resulting from your access to and use of the Service, (III) any unauthorized access to or use of Pauseology data and/or any and all personal information and/or financial information stored therein, (IV) any interruption or cessation of access to the Services, (V) any bugs, viruses, Trojan horses, or the like which may be transmitted to or through the Pauseology Platform, and/or (VI) any errors or omissions in any content or for any loss or damage of any kind incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available via the Pauseology Platform.

The foregoing disclaimers apply to the maximum extent permitted by law. You may have other statutory rights. However, the duration of statutorily required warranties, if any, shall be limited to the maximum extent permitted by law.

15. Limitation on Liability

You acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of the Pauseology Platform, any content on the Pauseology Platform, use of any Services or any other interaction you have with Pauseology or other customers, whether in person or online, remains entirely with you. Neither Pauseology nor any other party involved in creating, producing, or delivering the Pauseology Platform, the content on the Pauseology Platform, or any Services will be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with (i) these Terms, (ii) from the use of or inability to use the Pauseology Platform or any Services, (iii) from any communications, interactions or meetings with other Customers or other persons with whom you communicate, interact or meet with as a result of your use of the Pauseology Platform, or (iv) from the use of any Services by you, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not Pauseology has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose.

16. Indemnification

To the maximum extent permitted by applicable law, you agree to release, defend (at Pauseology’s option), indemnify, and hold Pauseology and its affiliates and subsidiaries, including but not limited to, Pauseology’s officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your breach of these Terms, (ii) your improper use of the Pauseology Platform or any Services, (iii) your, or anyone enrolled by you (if applicable), interaction with any Customer or use of any Services, including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction, use or participation, or (iv) your breach of any laws, regulations or third party rights. This defense and indemnification obligation will survive this Agreement and your use of the Services.

Feedback

We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Pauseology Platform (“Feedback“). You may submit Feedback by emailing us, through the “Contact” section of the Pauseology Platform, or by other means of communication. Any Feedback you submit to us will be considered non-confidential and non-proprietary to you. By submitting Feedback to us, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you. supporting LGBTQIA+ rights, Black Lives Matter, and the fight for racial justice.