Terms of Service
Last updated: May 30, 2020
These Terms of Service, together with any incorporated Statement(s) of Work (“Statement of Work”), sets forth the terms and conditions applicable to Customer’s purchase and use of subscriptions to the Application, and form the binding agreement (“Agreement”) between the parties.
“Customer Data” means the information obtained through Customer’s use of the Application.
“LuckyStart Technology Limited” means all of Meditation’s proprietary technology (including data, text, photos, audio, processes, algorithms, API’s, user interfaces, techniques, designs and other tangible or intangible materials or information) made available to Customer by Meditation through the Application.
“Application” means Meditation’s online meditation and Meditation content developed, operated and maintained by Meditation and accessible via mobile devices, to which Customer is being granted access under this Agreement. The Application include, but are not limited to, the LuckyStart Technology Limited and account management.
2.1. Provision of the Application. Subject to the terms and conditions of this Agreement, Meditation hereby grants Customer a non- exclusive, non-transferable, non-assignable limited license to use the Application solely for Customer’s own corporate wellness purposes. All rights not expressly granted to Customer are reserved by Meditation. Meditation reserves the right to make changes, modifications and enhancements to the Application from time to time.
2.2. Meditation Responsibilities. Meditation will: (i) use commercially reasonable efforts to make the Application available 24 hours a day, 7 days a week, except for (a) planned downtime, or (b) any unavailability caused by circumstances beyond Meditation’s reasonable control, including without limitation, acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Meditation employees), Internet service provider failures or delays, or denial of service attacks; and (ii) provide the Application only in accordance with applicable laws and government regulations.
2.3. Customer Responsibilities. Customer shall use commercially reasonable efforts to prevent unauthorized access to or use of the Application. Customer shall not: (a) make the Application available to anyone other than its Authorized Users; (b) sell, resell, rent or lease the Application; (c) knowingly use the Application to store or transmit infringing, libelous, or otherwise unlawful or tortuous material, or to store or transmit material in violation of third-party privacy rights; (d) knowingly use the Application to store or transmit malicious code; (e) knowingly interfere with or disrupt the integrity or performance of the Application or third-party data contained therein; or (f) attempt to gain unauthorized access to the Application or its related systems or networks.
2.4. Customer Data. All Customer Data shall be owned by Customer and may only be used by Meditation in order (i) to deliver and optimize the Application and (ii) to develop behavioral insights about use of the Application in a such a way that does not identify the Customer.
Meditation offers certain enhanced features of the Services which you can purchase as a monthly, yearly or lifetime subscription (“Subscription”). A description of features associated with Subscriptions is available via the Services. When you purchase a Subscription or Transaction, we may ask you to supply additional information relevant to your Transaction, such as your credit card number, the expiration date of your credit card and your address(es) for billing and delivery (such information, “Payment Information”). You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information. The amounts due and payable by you for a Transaction through the Services will be presented to you before you place your order. If you choose to initiate a Transaction via the Services, you authorize us to provide your Payment Information to third party service providers so we can complete your Transaction and agree (a) to pay the applicable fees and any taxes; (b) that Meditation may charge your credit card or third party payment processing account, including, but not limited to, your account with the app store or distribution platform (like the Apple App Store, Google Play) where the App is made available (each, an “App Provider”), for verification, pre-authorization and payment purposes; and (c) to bear any additional charges that your App Provider, bank or other financial service provider may levy on you as well as any taxes or fees that may apply to your order. You’ll receive a confirmation email after we confirm the payment for your order. Your order is not binding on Meditation until accepted and confirmed by Meditation. All payments made are non-refundable and non-transferable except as expressly provided in these Terms.
If you have any concerns or objections regarding charges, you agree to raise them with us first and you agree not to cancel or reject any credit card or third party payment processing charges unless you have made a reasonable attempt at resolving the matter directly with Meditation.
Meditation reserves the right to not process or to cancel your order in certain circumstances, for example, if your credit card is declined, if we suspect the request or order is fraudulent, or in other circumstances Meditation deems appropriate in its sole discretion. Meditation also reserves the right, in its sole discretion, to take steps to verify your identity in connection with your order.
You may need to provide additional information to verify your identity before completing your Transaction (such information is included within the definition of Payment Information). Meditation will either not charge you or refund the charges for orders that we do not process or cancel.
3.2.Subscriptions Automatically Renew Until You Cancel & How to Cancel Your Subscription
All amounts are payable and charged: (i) for one-off purchase (e.g. lifetime Subscription), at the time you place your order; and (ii) For monthly or yearly subscriptions, at the beginning of the subscription and, because each such subscription renews automatically for an additional period equal in length to the expiring subscription term until you cancel it, at the time of each renewal until you cancel, using the Payment Information you have provided. You must cancel your monthly or yearly Subscription before it renews to avoid the billing of the fees for the next Subscription period. If you purchase your Subscription via an App Provider, you can cancel the renewal of your subscription at any time with the App Provider. You will not receive a refund for the fees you already paid for your current subscription period and you will continue to receive the Services ordered until the end of your current Subscription period.
3.3.Changes to Price Terms for Subscriptions
Meditation reserves the right to change its pricing terms for Subscriptions at any time and Meditation will notify you in advance of such changes becoming effective. Changes to the pricing terms will not apply retroactively and will only apply for Subscription renewals after such changed pricing terms have been communicated to you. If you do not agree with the changes to Meditation’s pricing terms then you may choose not to renew your Subscription in accordance with the section “Subscriptions Automatically Renew Until You Cancel & How to Cancel Your Subscription.”
You agree that your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Meditation regarding future functionality or features.
4.TERM AND TERMINATION
4.1. Term of Agreement. This Agreement commences on the Effective Date and continues until terminated by written notice pursuant to Section 3.2.
4.2.1. Termination for Convenience. This Agreement may be terminated for convenience at any time upon written notice provided by Meditation.
4.2.2. Termination for Cause. This Agreement may be terminated by either party: (i) if the other party is in material breach of this Agreement and the breach is not cured within 14 days after written notice of the breach; or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
4.2.3. Refund or Payment upon Termination for Cause. If Customer choose to terminate Services via any App Providers, any prepaid fees covering the remainder of the term are all non-refundable and non-transferable. For monthly, annual and lifetime subscriptions, if we terminate your subscription, you may continue to use the Services for the remainder of your current subscription period, after such time the paid subscription Services will not be available to you.
4.3. Surviving Provisions. Sections 1 (Definitions), 5 (Proprietary Rights), 6 (Confidentiality), 7 (Disclaimer), 8 (Mutual Indemnification), 9 (Limitation of Liability), and 11 (General) shall survive termination of this Agreement, together with any payment obligations accrued prior to termination and any other provisions which by their plain meaning are intended to survive.
5.1. Reservation of Rights. Subject to the limited rights expressly granted hereunder, Meditation and its licensors reserve all right, title and interest in and to the Application, including the LuckyStart Technology Limited and all related intellectual property rights. No rights are granted to Customer hereunder other than as expressly set forth herein. Customer shall not: (i) permit any third party to access the Application except as permitted hereunder; (ii) create derivate works based on the Application; (iii) copy, frame or mirror any part or content of the Application; (iv) reverse engineer the Application; or (v) access the Application in order to (a) build a competitive product or service or (b) copy any features, functions or graphics of the Application.
5.2. Suggestions. Customer hereby grants Meditation a royalty-free, worldwide, irrevocable, transferable, perpetual license to use and incorporate into the Application or Application any suggestions, enhancement requests, recommendations or other feedback provided by Customer or its employees or agents relating to the Application.
Each party may have access to the other party’s information, which shall be deemed confidential information if identified as such by the disclosing party or if the information by its nature is normally and reasonably considered confidential, such as information regarding Application, pricing, methodology, research, customers, business partners, business plans and any information which provides a competitive advantage. The receiving party shall protect the disclosing party’s confidential information with the same degree of care it uses for the receiving party’s own confidential information (and at least a reasonable degree of care), shall use the information only to carry out this Agreement, and shall disclose the information only to the receiving party’s employees (or agents bound by similar confidentiality obligations) with a need to know for that purpose. Confidential information shall remain the property of the disclosing party and shall be destroyed upon request. Information shall not be deemed confidential information if it: (i) is disclosed by the disclosing party to others without restriction on use and disclosure; (ii) becomes known to the receiving party without restriction from a third party who is not in breach of a confidentiality agreement with the disclosing party; (iii) is already known by the receiving party at the time of disclosure; or (iv) is independently developed by the receiving party without any reliance on the confidential information of the disclosing party.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE Application PROVIDED BY Meditation HEREUNDER ARE PROVIDED “AS IS”, AND Meditation DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
8.1. Indemnification by Meditation. Meditation shall indemnify and hold harmless Customer and its officers, directors, employees and agents from and against all claims, damages, losses and expenses (including reasonable attorneys’ fees) arising out of any claim by a third party to the extent such claim alleges that the use of the Application by Customer and its Authorized Users in accordance with its intended purpose or any material created, prepared, or developed by Meditation and delivered through the Application infringes any patent, copyright, trademark, service mark or trade secret rights. If Meditation believes the Application are or may become the subject of a claim of infringement, Meditation may, at its option and expense, procure for itself and/or Customer the right to continue to use the Application, or modify or replace the Application to make the Application non-infringing and functionally equivalent. If Meditation concludes that neither of these alternatives is reasonably available, it may terminate this Agreement upon thirty (30) days written notice and refund any pre-paid fees covering the remainder of the term of this Agreement after such termination.
8.2. Indemnification by Customer. Customer shall indemnify and hold harmless Meditation and its officers, directors, employees and agents from and against all claims, damages, losses and expenses (including reasonable attorneys’ fees), arising out of any claim by a third party to the extent such claim is based on Customer’s use of the Application other than in accordance with this Agreement.
8.3. Procedures. The party seeking indemnification shall provide detailed written notice to the indemnifying party promptly after learning of the claim, and the indemnifying party shall not be obligated to indemnify to the extent it is materially prejudiced by any delay in such notice. The indemnifying party shall have the right to assume control of the defense and settlement of the claim, and the indemnified party shall provide reasonable assistance at the indemnifying party’s reasonable expense, provided that the indemnified party shall not be obligated to participate in any settlement pursuant to which the indemnified party is required to admit liability or pay any amount other than amounts concurrently reimbursed by the indemnifying party.
9.LIMITATION OF LIABILITY
NEITHER PARTY SHALL BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES INCURRED BY THE OTHER PARTY, INCLUDING BUT NOT LIMITED TO LOSS OF DATA, USE OR PROFIT, EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY’S LIABILITY WITH RESPECT TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR OTHERWISE) IS LIMITED TO AN AMOUNT EQUAL TO THE AMOUNTS PAID OR PAYABLE BY CUSTOMER UNDER THIS AGREEMENT DURING THE 12 MONTHS PRIOR TO THE DATE OF THE INITIAL EVENT CAUSING OR RESULTING IN SUCH LIABILITY. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO CUSTOMER’S PAYMENT OBLIGATIONS.
Customer shall not externally publish and/or promote the existence or nature of its working relationship with Meditation for any purposes without the prior written consent of Meditation. Notwithstanding the foregoing, Customer shall have the right to display and/or reference the name, logo, or trademarks of Meditation with respect to internal communications.
11.1.Independent Contractor. Nothing in this Agreement shall create a joint venture, partnership, employment or agency relationship between Customer and Meditation or Meditation’s employees or contractors. Neither party is authorized by this Agreement to represent, bind, obligate or contract on behalf of the other.
11.2. Entire Agreement; Amendment; Waiver. With respect to its subject matter, this Agreement represents the parties’ entire agreement and supersedes all prior agreements, understandings and representations, written or oral, between the parties. This Agreement may be executed and delivered in two or more counterparts and with electronic or facsimile signatures, and may not be amended except by a writing signed by the party to be bound.
11.3.Injunctive Relief. Either party may seek to enforce its rights hereunder with respect to the protection of its confidential information or intellectual property through temporary or permanent injunctive relief, which shall be in addition to any other available relief and which shall not require a bond or security.
11.4.Severability. Any provision of this Agreement which is held invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective only to the extent of such invalidity or unenforceability and without rendering invalid or unenforceable the remainder of this Agreement or affecting the validity or enforceability of any of the provisions of this Agreement.
11.5. Assignment; No Third Party Beneficiaries. Except as expressly stated otherwise herein, neither party may assign or transfer (including by operation of law) any rights or obligations under this Agreement without the written consent of the other party, except that either party may, without such consent, assign or transfer this Agreement to a success or to the business of such party by merger, sale of assets or otherwise. Any assignment or transfer, or attempted assignment or transfer, in violation of this Agreement is void ab initio. This Agreement is not intended to confer any rights or remedies upon anyone other than the parties hereto.
11.6. Governing Law; Jurisdiction. This Agreement shall be construed in accordance with Hong Kong official law. Any proceeding relating to this Agreement or the subject matter hereof shall be brought only in WAN ZAI District, Hong Kong and each party hereby generally and unconditionally submits to and accepts the jurisdiction of such courts.
11.7. Notice. All notices under this Agreement shall be given by: (i) personal delivery, (ii) nationally-recognized courier service; or (iii) electronic mail to the parties’ physical or email addresses as provided during the course of dealing with respect to this Agreement.
11.8. Arbitration. Customer and Meditation agree that any dispute relating to this Agreement or Customer's use of the Application or LuckyStart Technology Limited may be resolved by arbitration at the sole discretion of Meditation, in which case Customer waives any right to participate in a class-action lawsuit or class-wide arbitration. Arbitration will be initiated through the Hong Kong International Arbitration Center (HKIAC). All costs associated with arbitration are to be split evenly between the parties. The arbitrator will decide the jurisdiction of the arbitrator and the rights and liabilities, if any, of Customer and Meditation. The arbitrator will have the authority to award all remedies available under applicable law, the arbitral forums rules, and the terms of arbitration. The award of the arbitrator is final and binding upon the parties.
Please contact us at Orderlyus@gmail.com if you have any questions about our Terms of Service.