Terms of Service
Date of Last Version: June 30, 2025
USER AGREEMENT
MyStudio Academy Inc., a Virginia corporation, (“MyStudio”) owns and operates the internet website available at https://www.mystudio.io (“Website”) and the application called “MyStudio App” (“App”). Our Website and App are collectively hereinafter referred to as the “Application”. Unless the context requires otherwise, a reference to the “Application” includes all modifications, enhancements or updates thereto, and includes all associated printed, online or electronic documentation and instructions relating to it.
DEFINITIONS
Unless otherwise defined herein or the context otherwise requires, the following terms shall have the meanings set out below. Terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa.
“AAA” means the American Arbitration Association, as referenced in Section 24.2.
“AAA Rules” means the AAA’s Commercial Arbitration Rules and, where applicable, the Supplementary Procedures for Consumer Related Disputes then in effect, as referenced in Section 24.2.
“App Stores” means applicable mobile application distribution platforms (e.g., Apple App Store, Google Play Store), as defined in Section 18.2.
“Application” means the MyStudio internet website available at https://www.mystudio.io (“Website”) and the application called “MyStudio App” (“App”), as more fully defined in the introductory paragraph of this User Agreement. Any reference to the “Application” includes all modifications, enhancements or updates thereto, and includes all associated printed, online or electronic documentation and instructions relating to it.
“Businesses” means business and other organizations that use the Application, as defined in Section 2.
“Client Content” means any text, images, graphics, logos, videos, data, and other materials provided by User or uploaded by User to the website created via Website Creation Services, as defined in Section 16.2(b).
“Custom App” means the mobile application developed by MyStudio for User as part of Custom Mobile App Development Services, as defined in Section 18.2.
“Custom Mobile App Development Services” means mobile application development services offered by MyStudio to User, the scope of which is detailed in a separate SOW or Order Form, as defined in Section 18.
“Data Processing Agreement” means the agreement supplementing and forming part of the User Agreement for UK Businesses, governing the processing of personal data, as defined in Section 26.1.
“Data Protection Laws” collectively means UK GDPR, the Data Protection Act 2018, Directive 2002/58/EC, and any implementing or related legislation and regulations concerning personal data and privacy, as defined in Section 26.1.
“Disputes” collectively means any dispute, claim, or controversy arising out of or relating to this User Agreement or the breach, termination, enforcement, interpretation, or validity thereof, or the use of the Application or services provided by MyStudio, as defined in Section 24.1.
“Gateway Facilities” collectively refers to any payment gateway or ancillary payment processing facilities such as WePay and Stripe, as defined in Section 4.6.
“Members” means the members of Businesses who use the Application, as defined in Section 2.
“Mobile Provider” means User's respective mobile network provider, as defined in Section 3.5.
“MyStudio” means MyStudio Academy Inc., a Virginia corporation, as defined in the introductory paragraph of this User Agreement.
“MyStudio IP” collectively means MyStudio’s pre-existing intellectual property, including but not limited to its software, tools, libraries, know-how, and the Application, as defined in Section 18.3(a).
“MyStudio Offerings” collectively refers to the Application, any Website Creation Services, Custom Mobile App Development Services, and Marketing/Tracking Technologies provided by MyStudio, as defined in Section 12.1.
“MyStudio Persons” collectively means MyStudio, its members, shareholders, directors, officers, employees and agents, as defined in Section 13.
“MyStudio Website IP” collectively means MyStudio’s proprietary website templates, themes, designs, layouts, structures, underlying software, code (including HTML, CSS, JavaScript), algorithms, tools, and technologies used or developed by MyStudio in connection with the Website Creation Services, and any derivative works, improvements, or modifications thereto, as defined in Section 16.2(a).
“Order Form” means the respective order form submitted by User through the Application detailing services, fees, and terms, as defined in Section 14.1. It is also referenced in Sections 16.1 and 18.1 for specific services.
“Services” collectively refers to all programs, courses and other services offered by User through the Application, as defined in Section 4.1.
“SOW” or “Statement of Work” means a separate document executed by both parties detailing the specific scope, deliverables, timelines, and fees for Website Creation Services or Custom Mobile App Development Services, which shall be incorporated into and form part of this User Agreement, as defined in Sections 16.1 and 18.1.
“User” refers to you, the individual or entity agreeing to this User Agreement and accessing or using the Application or MyStudio Offerings.
“User Agreement” or “Terms of Use” collectively refers to these terms and conditions, which form a legally binding contract between User and MyStudio, as defined in Section 1.1.
“User Content” collectively means the data, logos, ideas, image(s), message content, contact information, course programs or other information provided or modified by a User (including you and Members) for the Application, as defined in Section 4.1. It is also referenced in Section 18.3 in the context of Custom Mobile App Development Services.
“Taxes” collectively means any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever, as defined in Section 14.6.
“Website Creation Services” means website creation and related services offered by MyStudio to User, the scope of which is detailed in a separate Order Form or SOW, as defined in Section 16.1.
TERMS
1. ACCEPTANCE OF TERMS
1.1 Permission to use the Application is conditional upon you agreeing to the terms and conditions set out herein and enter into a legally binding contract with MyStudio (collectively, hereinafter referred to as “User Agreement” or collectively as “Terms of Use”). THIS USER AGREEMENT CONTAINS DISCLAIMERS AND OTHER PROVISIONS THAT LIMIT OUR LIABILITY TO YOU. If you do not wish to accept this User Agreement don’t click “I Accept” (or a similar affirmative acceptance mechanism presented to you), in which case you won’t be authorized to access or use the Application. Notwithstanding the foregoing, any access or use of the Application will be deemed an acceptance of these Terms of Use.
1.2 By clicking on the “I Accept” button below, you confirm that you acknowledge and agree to the Terms of Use and to receive electronically all notices and communications that we provide by emailing them to your primary email address you provide to us. All notices and communications are considered to be accepted by you within 24 hours after we emailed them to you or post them to our Application.
1.3 Your use of our Application is also subject to our Privacy Policy https://www.mystudio.io/privacy-policy. If you are located in the EEA or in the U.K., please note, in particular, that we only provide our services to Businesses and neither offer our services to data subjects in the EEA or the U.K., nor do we the monitor of their behavior as far as their behavior takes place within the EEA and the U.K. If you are located in the U.K., you must agree to our International Data Transfer Agreement https://ico.org.uk/media/for-organisations/documents/4019538/international-data-transfer-agreement.pdf before you can register to our services.
2. PURPOSE OF APPLICATION
The Application's purpose is to provide a communications and management tool for business and other organizations (“Businesses”) and their members (“Members”) that provides instructional content, events calendar, messages and contact information that can be accessed through an user’s smart phone or tablet device. The Application allows Businesses to provide information on upcoming events, programs, courses and other services to their Members and such Members can sign-up for such events, programs and courses through the Application. At the same time, Members and Businesses can communicate through the Application.
3. GRANT AND RESTRICTION OF USE
3.1 We grant to you, and you accept, a non-exclusive, non-transferable limited and revocable right to use the Application strictly in accordance with these Terms of Use.
3.2 You agree that you may not use the Application in any way for purposes that are prohibited under these Terms of Use or any law applicable in your jurisdiction. You further agree not to post obscene, shocking, hateful, threatening or other inappropriate content on the Application (including but not limited to content containing nudity or violence) or to engage in any activity that interferes with or disrupts the servers and networks relating to the Application. You shall not use the Application to harass, abuse or harm another person or to use, disclose or use any data obtained in violation of this User Agreement or our Privacy Policy. You shall not work around any technical limitations in the Application or attempt to run the Application on an unsupported platform or post anything that contains software viruses, worms or any other harmful code.
3.3 The granted use right is personal to you and you shall not resell, sublicense, rent, lease or otherwise distribute the Application. All other rights in respect to the Application are reserved to MyStudio and its affiliates.
3.4 Depending on your subscription plan, you will be charged monthly subscription fees. In addition, you will also be responsible for additional fees for services and programs that you offer through the Application (including but not limited to administrative and processing fees). Please carefully review our fee schedule and do not register before you understand your financial liabilities under our fee schedule and these Terms of Use. MyStudio further reserves the right to modify or remove the Application, cease customer support or charge a fee for the continued use of the Application or service provided to you at any time and for any reason.
3.5 You acknowledge that the terms and conditions with your respective mobile network provider (“Mobile Provider”) will continue to apply when using the Application. As a result, you may be responsible for all costs and expenses charged by the Mobile Provider for access to network connection services for the duration of the connection while accessing the Application and all other costs and expenses charged by any third party for the use of the Application. You shall be fully responsible for all such costs and expenses.
3.6 If you register on behalf of an entity or organization, you herewith confirm and acknowledge that you have received permission from your entity or organization to register with our Application.
3.7 In the event that you access or use the Application on a public computer or are otherwise using a computer or mobile device to which multiple people have potential access, you shall ensure that you are sufficiently disconnected and logged out of the Application and the computer system you are using to prevent unauthorized access to the Application by a third party.
4. USER SUPPLIED INFORMATION AND SERVICES OFFERED THROUGH THE APPLICATION
4.1 MyStudio has no control over the data, logos, ideas, image(s), message content, contact information, course programs or other information provided or modified by a user (including you and Members) for the Application (the “User Content”). To the maximum extent permitted by applicable law, we accept no responsibility or liability for the User Content provided, printed, sent or received with regards to the Application. By accessing or using the Application, you accept all responsibility, risk and liability for the User Content that is chosen, added, edited, provided, uploaded and modified. MyStudio reserves the right (but has no obligation) to review all User Content in order to verify compliance with these Terms of Use and our privacy policy. All User Content is provided voluntarily and is subject to our privacy policy. If you submit User Content to the Application, you need to ensure that the information is correct and does not violate the copyrights, trademarks, patents, trade secrets or other intellectual property rights of any third party. You shall also clearly communicate to your Members and customers that you are solely responsible and liable for all programs, courses and other services (collectively, “Services”) offered through the Application and you shall have in place your own terms and conditions with such Members and customers that govern your legal relationship with them.
4.2 MyStudio does not and is under no obligation to monitor or review any ratings, comments, communications, forums, discussions, postings, transmissions and other messages communicated by users of the Application and MyStudio does not assume any liability or responsibility arising from the contents of any such communications or for any defamation, error, inaccuracy, libel, obscenity or profanity contained in any such communication. You hereby irrevocably and unconditionally waive any claim against us for defamation, libel or whatsoever arising out of any such communication.
4.3 You give MyStudio a free, non-exclusive, worldwide license to publish or reproduce any User Content that has been communicated through the Application which includes (i) the right to transfer (via computer, networks or otherwise); (ii) the right to modify, adapt, improve, translate, arrange, in whole or in part; (iii) the right to post in any media; and (iv) the right to post your tradename and logo on our Website. MyStudio retains the right to review, edit, or delete from the Application any User Content that MyStudio in its sole discretion considers illegal, offensive, or otherwise inappropriate. We also reserve the right to revoke or reject access to the Application at any time in our sole discretion in the event that any User Content is determined by MyStudio to be not in compliance with these Terms of Use.
4.4 Content Moderation. MyStudio may, but is not obligated to, monitor or review User Content posted through the Application. Our content moderation policies prohibit:
(a) Content that promotes discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group;
(b) Content that is defamatory, obscene, pornographic, vulgar, or offensive;
(c) Content that promotes illegal activities or violates the legal rights of others;
(d) Content that infringes or violates someone else's intellectual property rights;
(e) Content that contains software viruses, malware, or any other computer code designed to interrupt, destroy, or limit the functionality of computer software or hardware;
(f) Content that constitutes unauthorized commercial communications (such as spam).
(g) MyStudio reserves the right to remove or disable access to any User Content that violates these policies or this User Agreement. Repeated violations may result in termination of your account. If you believe any content violates these policies, please report it to success@mystudio.academy.
4.5 You are responsible for the User Content processed through the Application and agree to defend (at MyStudio’s option and at your sole expense), indemnify and hold MyStudio harmless from any damages, losses, costs, or expenses, including attorneys' fees and costs for professional services, which MyStudio may incur as a result of User Content or Services provided or requested by you.
4.6 Any payment gateway or ancillary payment processing facilities such as WePay and stripe (collectively, the “Gateway Facilities”) are not provided by us and to the extent permitted by law, we give no warranty, expressed or implied, in connection with Gateway Facilities. MyStudio will not be liable for any loss, damages, costs or expenses suffered or incurred by you arising out of or as a result of any error and/or mistake and/or misstatement in charging your credit or debit card. MyStudio will also not be liable for any malfunction, failure, disruption, downtime, interruption, miscalculation, delay, inaccuracy, loss or corruption of data, or any other non-performance related to the payment Gateway Facilities.
(a) User acknowledges and agrees that MyStudio will not, under any circumstances, transfer, export, or assign any payment tokens, including but not limited to credit card tokens or other tokenized payment credentials, to User or any third party. This policy applies without exception, including upon the termination or expiration of this User Agreement or any services provided hereunder. In the event of termination, User is solely responsible for establishing new payment processing arrangements with a replacement provider and for securely collecting new payment credentials from its customers. MyStudio shall have no obligation or liability to assist with the migration of payment tokens or to provide any related data to User or any third party.
4.7 You agree that nothing contained in these Terms of Use can be construed as an endorsement of you, your company or organization by MyStudio and you shall ensure that the use of the Application will not be perceived by your Members or any other party to be an endorsement by us.
4.8 If you use the Application to sell products or merchandise:
(a) You are solely responsible for the accuracy, completeness, and legality of all product listings, including but not limited to descriptions, pricing, availability, and images.
(b) You are responsible for maintaining accurate inventory records. MyStudio is not liable for any losses resulting from inventory discrepancies or overselling.
(c) You are solely responsible for the timely shipping, delivery, and fulfillment of all orders placed through the Application. MyStudio makes no representations or warranties regarding shipping services or delivery timeframes.
(d) You must establish and clearly communicate your return and refund policies to customers. MyStudio is not responsible for processing returns or refunds for products sold through the Application.
(e) You shall defend, indemnify, and hold harmless MyStudio from any claims arising from products sold through the Application, including but not limited to claims related to product defects, misrepresentations, or failures to comply with applicable laws.
4.9 The Application includes features that enable automated communications with Members and customers. You acknowledge and agree that:
(a) You are solely responsible for ensuring all automated communications comply with applicable laws, including but not limited to the Telephone Consumer Protection Act (TCPA), CAN-SPAM Act, and similar regulations;
(b) You must obtain and maintain proper consent from recipients before sending automated communications;
(c) All automated communications must include clear identification of the sender and appropriate opt-out mechanisms;
(d) You shall not use the Application to send communications that contain deceptive, misleading, or false information;
(e) MyStudio reserves the right to suspend automated communication features if we reasonably believe they are being used in violation of applicable laws or this User Agreement.
MyStudio makes no representations or warranties regarding the compliance of automated communications with applicable laws in your jurisdiction.
5. REGISTRATION AND INSTALLATION
5.1 You shall ensure that your registration information are and remain true and correct. Upon installation of the Application, you shall be responsible for ensuring that the Application is used in accordance with these Terms of Use any instructions we provide with regards to the Application. We are not responsible for the installation of the Application or to provide any services or support in respect of the installation of the Application, except as expressly stated herein or as otherwise agreed with us in writing. You shall ensure that your access to and use of the Application is not prohibited by applicable laws or employer policies that apply to you.
5.2 You shall be responsible for providing your own devices and equipment necessary for using and accessing the Application.
6. PASSWORDS AND ACCOUNT SECURITY
6.1 You are responsible to provide your complete and accurate name when registering with the Application and for maintaining the confidentiality of your password for all accounts used by you to access the Application. You acknowledge and agree that you are solely responsible for all activities that occur under all such accounts.
6.2 You shall notify us immediately in writing upon becoming aware of any unauthorized use of any of your passwords or accounts.
7. INTELLECTUAL PROPERTY
7.1 The Application is the subject of existing copyright, trademarks, service marks and pending patents. All intellectual property rights (including but not limited to copyright, trademarks, service marks and other rights in respect of patents and patentable inventions) in and to the Application (including but not limited to all software coding, logo, graphic designs, characters, text, music, and other materials) are owned by MyStudio or our licensors. You may not use or modify any of our trademarks, service marks, domain name, logo, company name without our prior written consent.
7.2 You shall supervise and control the use of the Application in accordance with these Terms of Use and shall ensure that your employees, sub-contractors and other personnel who have access to the Application are made aware of these Terms of Use.
8. SUPPORT SERVICES
8.1 We may (but are not obligated to) perform such services in the nature of support as we deem appropriate as determined in our sole discretion.
8.2 We do not warrant or make any promises to you that we will be capable of receiving, processing or otherwise acting upon a request for support services.
8.3 We may provide internet based services to support the Application. The provision of these services may be changed or cancelled by us at any time.
8.4 The Application connects to our computer systems over the internet, using internet protocols. This connection sends to our internet-based computers various data that you agree we may use to identify you or your device running the Application, such as your internet protocol address, your operating system, the name and version of the software you are using, and details of the location of the device on which you have installed the Application. By using the Application, you consent to the transmission of computer information to our computer systems.
9. SYSTEM REQUIREMENTS
9.1 In order to use the Application, you are required to have a compatible mobile telephone or handheld device, internet access, and the necessary minimum specifications which may change from time to time as we update our software.
9.2 We may update the Application with additional languages from time to time.
10. UPDATES AND NEW RELEASES
Unless we advise you otherwise, these Terms of Use shall cover any updates and new releases of the Application that may be created by us at any time. Each version of the Application software may be upgraded from time to time to add support for new functions and services. The Application may automatically download and install updates from time to time. If you do not accept any update or new release of the Application, we may decline to continue to provide any support services to you and we may revoke your right to use the Application. In the event of an update or new release, these Terms of Use apply in all respects to that update or new release to the extent that it is incorporated in or replaces the Application.
11. DISCLAIMER OF WARRANTIES
YOU ACKNOWLEDGE AND AGREE THAT ALL INFORMATION PROVIDED ON AND THROUGH THE APPLICATION IS PROVIDED “AS IS” AND “AS AVAILABLE” TO THE EXTENT PERMITTED BY APPLICABLE LAW. MYSTUDIO EXPRESSLY EXCLUDES ANY WARRANTY THAT THE APPLICATION WILL BE AVAILABLE AT ALL TIMES OR THAT YOUR USE OF THE APPLICATION WILL BE UNINTERRUPTED OR ERROR FREE. WE PROVIDE NO REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY, RELIABILITY OR COMPLETENESS OF THE CONTENT AND FUNCTIONALITY OF THE APPLICATION. WE DO NOT REPRESENT OR WARRANT TO YOU THAT YOUR USE OF THE APPLICATION WILL MEET YOUR REQUIREMENTS, THAT YOUR USE WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, THAT ANY INFORMATION PROVIDED (WHETHER BY US OR A THIRD PARTY) WILL BE ACCURATE OR RELIABLE OR THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF THE APPLICATION WILL BE CORRECTED. WE MAKE NO OTHER REPRESENTATION OR WARRANTY, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR NON-INFRINGEMENT. INFORMATION CONTAINED IN THE APPLICATION MIGHT BE INCOMPLETE, INCLUDE INACCURACIES, BUGS OR ERRORS. WE ARE NOT RESPONSIBLE FOR ANY LOSS OR CLAIM RESULTING FROM ANY ERRORS OR OMISSIONS CONTAINED IN OUR APPLICATION OR ANY RELIANCE ON INFORMATION CONTAINED HEREIN. WE RESERVE THE RIGHT TO SUSPEND THE OPERATION OF THE APPLICATION, INCLUDING BUT NOT LIMITED TO, IF REQUIRED OR REQUESTED BY OUR HOSTING SERVICE PROVIDER. TO THE EXTENT PERMITTED BY APPLICABLE LAW, MYSTUDIO SHALL NOT BE LIABLE FOR ANY ACTION, CLAIM, LOSS OR DAMAGE ARISING FROM SUCH UNAVAILABILITY.
12. LIMITATION OF LIABILITY
12.1 You assume full responsibility and risk of loss resulting from your use of the Application (which for the purposes of this Section 12 and Section 13 shall be deemed to include any Website Creation Services, Custom Mobile App Development Services, and Marketing/Tracking Technologies provided by MyStudio, collectively referred to as “MyStudio Offerings”) and the doing of (or refraining from doing) anything suggested in the course of utilizing the MyStudio Offerings. You expressly understand and agree that your use of the MyStudio Offerings is at your sole risk and that the MyStudio Offerings are provided “as is” and “as available”.
12.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MYSTUDIO OR ANY OTHER PARTY (WHETHER OR NOT INVOLVED IN CREATING, MAINTAINING OR DELIVERING THE MYSTUDIO OFFERINGS) OR ITS DIRECTORS, MEMBERS, SHAREHOLDERS, AGENTS OR SUBCONTRACTORS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF PRIVATE AND BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF, OR THE INABILITY TO USE, THE MYSTUDIO OFFERINGS OR THE PROVISION OF OR FAILURE TO PROVIDE ANY SERVICES WITH REGARDS TO THE MYSTUDIO OFFERINGS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MYSTUDIO SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF ANY RELIANCE YOU MAY PLACE ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY INFORMATION PROVIDED BY ANY THIRD PARTY (INCLUDING BUT NOT LIMITED TO THIRD PARTY SELLERS OR ANY OTHER PERSON), OR AS A RESULT OF ANY RELATIONSHIP BETWEEN YOU AND ANY THIRD PARTY. MYSTUDIO SHALL NOT BE LIABLE FOR THE DELETION OR CORRUPTION OF, OR FAILURE TO STORE ANY USER CONTENT OR OTHER DATA TRANSMITTED BY OR THROUGH THE USE OF THE MYSTUDIO OFFERINGS.
12.3 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MYSTUDIO’S TOTAL LIABILITY SHALL BE LIMITED TO THE AGGREGATE AMOUNT PAID BY YOU FOR THE USE OF THE MYSTUDIO OFFERINGS DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM, AND YOU HEREBY RELEASE MYSTUDIO AND ITS MEMBERS, SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS FROM ANY LIABILITY IN EXCESS OF THIS LIABILITY CAP AMOUNT.
12.4 You agree that you have not relied on any representation made by us which has not been stated expressly in these Terms of Use, or upon any descriptions, illustrations or specifications contained in any document including catalogues, internet sites or marketing material provided by us.
12.5 The Application may utilize various marketing and tracking technologies, including but not limited to cookies, web beacons, pixels, and analytics tools. By using the Application, you consent to the deployment of these technologies on your devices and the collection of data as described in our Privacy Policy. If you offer Services through the Application, you are responsible for:
(a) Ensuring your use of any marketing or tracking technologies complies with all applicable laws, including but not limited to CAN-SPAM Act, TCPA, CASL, and similar regulations;
(b) Obtaining and maintaining all necessary consents from your Members and customers for any marketing communications or tracking technologies;
(c) Providing clear opt-out mechanisms for all marketing communications; and
(d) Implementing appropriate data security measures for any data collected through such technologies.
MyStudio makes no representations or warranties regarding the compliance of any marketing or tracking features with applicable laws in your jurisdiction.
13. INDEMNITY
You shall defend, indemnify and hold harmless the MyStudio Persons from and against any and all loss, injury, damage, liability, claim, action, judgment, interest, award, penalty, fine, cost or expense (including without limitation reasonable attorney’s and legal fees and costs) suffered by any of the MyStudio Persons arising from (i) any breach by you of your representations, warranties or obligations under these Terms of Use; (ii) any User Content (including Client Content as defined in Section 16.2(b) or any other content, data, or materials provided by you or on your behalf) processed, stored, or displayed by or through the MyStudio Offerings; (iii) any Services offered by you or transactions conducted by you or your Members through the MyStudio Offerings (including your website created via Website Creation Services or your Custom Mobile App); (iv) any use of the MyStudio Offerings by a third party that uses your user name and password; (v) your improper use of our MyStudio Offerings; (vi) any violation of a third party’s rights (including but not limited to intellectual property rights, privacy rights, or rights of publicity) or any applicable law or regulation related to your User Content, your website (including its design, content, and operation), your Custom Mobile App (including its design, content, and operation), or your use of any Marketing/Tracking Technologies; (vii) any claim by a third party that Services offered by you through the MyStudio Offerings were subject to Taxes; or (viii) any other unlawful or negligent act or omission by you.
14. OUR FEES AND PAYMENTS
14.1 Fees. You will be responsible for all fees specified in the respective order form submitted through our Application (“Order Form”). Except as otherwise specified herein or in an Order Form, (i) our subscription fees are due on a monthly or annual basis, as the case may be, and are not based on any actual usage of the Application or our services provided, (ii) all payment obligations are non-cancelable and fees paid are non-refundable, and (iii) MyStudio will not pro-rate or reduce any fees during the respective term of your subscription.
14.2 Invoicing and Payment. You shall provide MyStudio with valid and updated information for your credit or debit card information or other form of payment was offered by MyStudio in an Order Form. If you provide your credit or debit card information, you authorize us to charge such credit card for all fees listed in the Order Form for the initial subscription term and any renewal subscription term(s) as the case may be. All payments for subscription fees shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. You are responsible for providing complete and accurate billing and contact information to MyStudio and notifying us of any changes to such information.
14.3 Overdue Charges. If any invoiced amount is not received by MyStudio by the due date, then without limiting our rights or remedies, the unpaid balance will accrue interest at the rate of 1.5% per month, or the maximum rate permitted by law, whichever is higher. You further agree to pay all costs, expenses, collection costs and attorneys' fees paid or incurred by MyStudio, in collecting any and all amounts due to us.
14.4 Suspension of Service and Acceleration. In the event that a payment can not be processed through your credit or debit card or any amount owed to us is overdue by more than five (5) days, MyStudio may, without limiting any of our other rights and remedies, accelerate all of your unpaid financial obligations so that all such obligations become immediately due and payable, and suspend your services until such amounts are paid in full and/or require shorter renewal periods or other payment terms.
14.5 MyStudio’s Remedies. In addition to any remedies provided in these Terms of Use, MyStudio will be entitled to all remedies provided under applicable law. All remedies will be cumulative. In the event of any breach of these Terms of Use by Buyer, MyStudio will recover any special, incidental or consequential damages arising from such breach.
14.6 Taxes. Our fees do not include any Taxes. You are responsible for charging and paying all Taxes associated with Services offered through the Application.
14.7 Future Functionality. You agree and acknowledge that no payment provided hereunder is contingent on the delivery of any future functionality or feature, or dependent on any oral or written public comments made by MyStudio regarding future functionalities or features.
14.8 Term of Purchased Subscriptions. The term of each subscription shall be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other party written notice of non-renewal at least fourteen (14) days before the end of the relevant subscription term.
14.9 Sales Tax Responsibility of Users
Each User of the Application who offers goods or services subject to sales tax is solely responsible for determining, entering, and maintaining the correct sales tax rate applicable to their location within their MyStudio profile. You acknowledge that MyStudio is not a party to any transaction between you and your customers, including those facilitated by third-party storefronts or dropshipping services. MyStudio does not calculate, collect, or remit sales taxes on behalf of its Users for any transaction. You must ensure compliance with all applicable local, state, and federal tax regulations, including the remittance of any sales taxes collected from customers. By using the Application, you agree that it is your responsibility to properly configure your account with the correct tax settings and to ensure any third-party integrations or services you use are properly configured for tax compliance. The sales tax will be deposited into your account and you are responsible to report and remit taxes as required by law. MyStudio disclaims all liability for any tax obligations or penalties incurred due to incorrect or incomplete tax settings entered by Users. You agree to indemnify, defend, and hold MyStudio harmless from and against any and all claims arising out of or relating to sales tax or a failure to pay same to any federal, state, or local governmental agency or regulatory body.
15. YOUR FEES AND FEES OF THIRD PARTIES
15.1 You shall solely be responsible for fees of any third party that are charged for transactions that are processed through our Application, including but not limited to fees of Gateway Facilities. You shall at all times comply with the terms and conditions of such third party. MyStudio will not be responsible for the collection of fees charged to Members for transactions that are processed through our Application.
15.2 If you charge fees for services offered through the Application (for example fees for your Services and Gateway Facilities), you shall ensure that these fees comply with applicable law, include applicable sales and value added taxes and comply with the terms and conditions of the Gateway Facilities.
16. WEBSITE CREATION SERVICES
16.1 Scope of Services. MyStudio may, from time to time, offer website creation and related services (“Website Creation Services”) to you. The specific scope, deliverables, timelines, and fees for any Website Creation Services will be detailed in a separate Order Form or Statement of Work (“SOW”) executed by both parties, which shall be incorporated into and form part of this User Agreement. Website Creation Services may include, but are not limited to, website design using MyStudio’s proprietary templates, website development, initial content setup, and basic customization. Any services requested by you that fall outside the agreed-upon scope in the Order Form or SOW may be subject to additional fees and terms.
16.2 Intellectual Property Rights.
(a) MyStudio Intellectual Property. As between you and MyStudio, MyStudio owns and shall retain all right, title, and interest, including all intellectual property rights, in and to: (i) its proprietary website templates, themes, designs, layouts, and structures; (ii) all underlying software, code (including HTML, CSS, JavaScript), algorithms, tools, and technologies used or developed by MyStudio in connection with the Website Creation Services; and (iii) any derivative works, improvements, or modifications thereto (collectively, “MyStudio Website IP”). MyStudio grants you a limited, non-exclusive, non-transferable, revocable license to use the MyStudio Website IP solely as incorporated into the website delivered to you, for the duration of your active subscription for such services and contingent upon your full compliance with this User Agreement and the applicable Order Form. This license does not grant you any right to extract, modify (except through designated content management tools, if provided), resell, or distribute the MyStudio Website IP independently of the delivered website. The provisions of this subsection supplement those in Section 7 (Intellectual Property) of this User Agreement.
(b) Client Content. You shall retain all right, title, and interest in and to any text, images, graphics, logos, videos, data, and other materials provided by you or uploaded by you to the website (“Client Content”). You hereby grant MyStudio a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such Client Content solely to the extent necessary for MyStudio to perform the Website Creation Services and operate the website on your behalf. You represent and warrant that you own or have all necessary rights, licenses, and permissions to provide the Client Content and to grant the foregoing license, and that the Client Content does not infringe upon the rights of any third party and complies with all applicable laws. You are solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Client Content. All Client Content is subject to our Privacy Policy, as referenced in Section 1.3 of this User Agreement.
16.3 Client Responsibilities.
(a) Domain Name. You are solely responsible for registering, purchasing, renewing, and maintaining any domain name(s) to be used with your website. MyStudio shall have no liability or responsibility for your domain name registration, management, or any disputes related thereto.
(b) Provision of Content and Materials. You agree to provide MyStudio with all necessary Client Content, materials, and information required for the Website Creation Services in a timely manner and in the format(s) reasonably requested by MyStudio. Delays in providing such items may result in delays in the completion of the Website Creation Services, for which MyStudio shall not be responsible.
(c) Review and Approvals. You shall be responsible for reviewing all website drafts, designs, and content provided by MyStudio for approval. Timely review and feedback are essential. Your approval of deliverables will be binding.
(d) Compliance. You are solely responsible for ensuring that your website, including all Client Content and its operation, complies with all applicable local, state, national, and international laws, rules, and regulations, including but not limited to those related to data privacy, accessibility, and e-commerce.
(e) You are solely responsible for ensuring that any website created through the Website Creation Services complies with applicable accessibility laws and regulations, including but not limited to the Americans with Disabilities Act (ADA) and Web Content Accessibility Guidelines (WCAG). While MyStudio strives to provide templates that support accessibility features, you are responsible for ensuring that all content you add to the website, including text, images, videos, and other media, meets accessibility standards. MyStudio makes no representations or warranties regarding the accessibility compliance of websites created through the Website Creation Services
16.4 Website Hosting and Maintenance.
(a) Hosting. If MyStudio provides website hosting services as part of the Website Creation Services, such hosting will be provided on an "AS IS" and "AS AVAILABLE" basis, as further described in Section 11 (Disclaimer of Warranties). MyStudio may utilize third-party hosting providers and does not guarantee uninterrupted, secure, or error-free hosting. Specific hosting terms, including limitations on storage, bandwidth, and other resources, will be set forth in the applicable Order Form or SOW.
(b) Maintenance. MyStudio may perform scheduled or unscheduled maintenance on its hosting environment or website platform. We will use commercially reasonable efforts to provide advance notice of scheduled maintenance that may significantly impact website availability. Unless otherwise agreed in an Order Form or SOW, ongoing website maintenance, updates (including content updates, plugin updates, or security patches not automatically deployed by MyStudio), and technical support beyond the initial deployment are your responsibility or may be available for an additional fee.
(c) Security. MyStudio will implement reasonable security measures for websites it hosts. However, you acknowledge that no security measures are foolproof. You are responsible for maintaining the confidentiality and security of any access credentials provided to you for managing your website. MyStudio is not liable for any unauthorized access or security breaches resulting from your actions or omissions or those of third parties beyond MyStudio’s reasonable control.
16.5 Fees and Payment. Fees for Website Creation Services shall be as set forth in the applicable Order Form or SOW. All fees are subject to the payment terms outlined in Section 14 (Our Fees and Payments) of this User Agreement. Failure to make timely payments may result in suspension or termination of the Website Creation Services, including taking the website offline.
16.6 Term and Termination. The term for Website Creation Services shall be as set forth in the applicable Order Form or SOW. Either party may terminate the Website Creation Services in accordance with the terms of the Order Form or SOW and Section 19 (Termination) of this User Agreement. Upon termination or expiration of the Website Creation Services: (a) your license to use any MyStudio Website IP shall immediately cease; (b) if MyStudio hosts the website, MyStudio may take the website offline; and (c) you will be responsible for migrating any Client Content you wish to retain. MyStudio may offer data export or migration assistance for an additional fee.
17. ASSIGNMENT
You may not assign or sublicense any of the rights granted under these Terms of Use to any other person without our written consent. MyStudio may assign, novate, sublicense or otherwise transfer its rights hereunder without your consent.
18. MOBILE APPLICATION DEVELOPMENT
In addition to the services provided through the Application, MyStudio may, at its sole discretion and subject to a separate agreement or Order Form, offer mobile application development services to User (“Custom Mobile App Development Services”). The terms in this Section 18 apply specifically to such Custom Mobile App Development Services, in addition to all other applicable terms of this User Agreement.
18.1 Scope of Custom Mobile App Development Services. The specific scope, features, functionalities, target platforms (e.g., iOS, Android), and deliverables of any Custom Mobile App Development Services, along with any associated fees, shall be detailed in a mutually agreed upon Statement of Work (“SOW”) or Order Form, which shall be incorporated herein by reference. MyStudio will perform the Custom Mobile App Development Services based on the specifications and requirements provided by User and agreed upon in the SOW or Order Form.
18.2 App Store Submission and Responsibilities. User shall be solely responsible for creating, maintaining, and paying all fees associated with its own developer accounts with applicable mobile application distribution platforms (e.g., Apple App Store, Google Play Store) (“App Stores”). MyStudio may, if agreed in an SOW, assist User in the process of submitting the developed mobile application (“Custom App”) to the App Stores. However, User acknowledges that MyStudio has no control over the App Stores’ review processes or policies. User is solely responsible for ensuring the Custom App and its content comply with all applicable App Store guidelines, terms of service, and legal requirements. MyStudio makes no representation or warranty regarding the approval or continued availability of the Custom App on any App Store. MyStudio shall not be liable for any rejection, removal, or suspension of the Custom App by any App Store, or for any delays in the approval process.
18.3 Ownership and Licensing. User Content: User shall retain all ownership rights in and to any User Content provided to MyStudio for incorporation into the Custom App. User hereby grants MyStudio a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, and display such User Content solely for the purpose of performing the Custom Mobile App Development Services.
(a) MyStudio IP: MyStudio and its licensors shall retain all ownership rights in and to MyStudio’s pre-existing intellectual property, including but not limited to its software, tools, libraries, know-how, and the Application (collectively, “MyStudio IP”). Developed Custom App: Upon User’s full and final payment of all applicable fees as set forth in the SOW or Order Form, MyStudio grants User a non-exclusive, non-transferable, non-sublicensable, revocable license to use the compiled, object code version of the Custom App developed by MyStudio specifically for User, solely for User’s internal business purposes and in accordance with this User Agreement. For clarity, User obtains no rights to the source code of the Custom App or any MyStudio IP incorporated therein, unless expressly agreed otherwise in a written SOW signed by both parties. MyStudio retains ownership of all custom code developed, unless otherwise explicitly stated in a separate written agreement. User warrants that it has all necessary rights, licenses, and permissions for any User Content provided to MyStudio and that such User Content does not infringe upon the intellectual property rights or any other rights of any third party.
18.4 Maintenance and Updates. Unless otherwise specified in an SOW or a separate maintenance agreement, MyStudio shall have no obligation to provide maintenance, support, or updates for the Custom App after its initial delivery and acceptance by User. Any future updates, modifications, bug fixes, or compatibility adjustments for new operating system versions or devices for the Custom App may be subject to additional fees and a new SOW. MyStudio does not warrant that the Custom App will be compatible with future versions of operating systems or devices.
18.5 App Performance and Limitations. User acknowledges that the performance, speed, and reliability of the Custom App may be affected by various factors beyond MyStudio’s reasonable control, including but not limited to User’s devices, internet connectivity, User Content, and the policies or technical limitations of App Stores or underlying operating systems. While MyStudio will use commercially reasonable efforts to develop a functional Custom App as per the agreed SOW, MyStudio does not guarantee uninterrupted or error-free operation of the Custom App. The warranties and disclaimers set forth in Section 11 of this User Agreement shall apply to any Custom Mobile App Development Services.
18.6 Data Privacy and Security. User is solely responsible for establishing and publishing its own privacy policy governing the collection, use, and disclosure of personal data through the Custom App, in compliance with all applicable laws and App Store requirements. MyStudio’s collection and use of any personal data in connection with the Custom Mobile App Development Services shall be governed by MyStudio’s Privacy Policy, referenced in Section 1.3. User shall ensure that its use of the Custom App, including any data collected or processed through it, complies with all applicable data protection and privacy laws.
19. TERMINATION
Both you and MyStudio may terminate this User Agreement in accordance with the termination provisions of the applicable Order Form or Statement of Work (SOW), which shall control. Upon termination of this User Agreement, you will lose the right to use the Application. Sections 11, 12, 13, 17, 19, 20, 21, 22, 24 25, and 26 shall survive the termination of this User Agreement. All amounts owed by either party under this User Agreement shall also remain owed after the termination hereof.
20. ENTIRE AGREEMENT
These Terms of Use constitute the entire agreement between MyStudio and you regarding the Application and can be revised at any time in accordance with Section 25 below or by a written agreement signed by MyStudio and you.
21. WAIVER, VARIATION AND SEVERANCE
21.1 The delay or omission by either party to enforce or exercise any terms or right pursuant to these Terms and Conditions will not impair any such term or right nor be construed to be a waiver thereof and shall in no way affect the other party's right later to enforce it. Any waiver by either party of any covenants, conditions or agreements to be performed by the other party will not be construed to be a waiver of any succeeding breach thereof or any covenant, conditions or agreement herein contained
21.2 In the event that any provision contained in these Terms of Use shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of these Terms of Use, and these Terms of Use shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.
22. LANGUAGE
These Terms or Use have originally been prepared in the English language. Although we may provide one or more translations in the future, the English language version will prevail in the event of a conflict or discrepancy in the foreign language version and this English language version.
23. APPLICABLE LAW
You agree that the laws of the Commonwealth of Virginia, U.S.A., excluding its conflict of laws rules, shall exclusively govern any dispute regarding this User Agreement and the use of the Application.
24. ARBITRATION AND DISPUTE RESOLUTION
24.1 Agreement to Arbitrate. You and MyStudio agree that any dispute, claim, or controversy arising out of or relating to these Terms of Use or the breach, termination, enforcement, interpretation, or validity thereof, or the use of the Application or services provided by MyStudio (collectively, "Disputes") will be resolved by binding arbitration, except that each party retains the right: (i) to bring an individual action in small claims court if the claim qualifies; (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights. Furthermore, MyStudio retains the right to bring an action in a court of competent jurisdiction to collect any unpaid fees owed by you for the Application or services.
24.2 Arbitration Rules and Governing Law. The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules and, where applicable, the Supplementary Procedures for Consumer Related Disputes (the "AAA Rules") then in effect, except as modified by this "Arbitration and Dispute Resolution" section. The Federal Arbitration Act will govern the interpretation and enforcement of this section. The AAA Rules are available at www.adr.org or by calling the AAA at 1-800-778-7879.
24.3 Arbitration Process. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA's roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
24.4 Arbitration Location and Procedure. Unless you and MyStudio otherwise agree, the arbitration will be conducted in Fairfax County, Virginia. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and MyStudio submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
24.5 Arbitrator's Decision. The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator's decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator's award of damages must be consistent with the terms of Section 12 ("Limitation of Liability") of these Terms of Use as to the types and amounts of damages for which a party may be held liable.
24.6 Fees. The payment of all filing, administration, and arbitrator fees will be governed by the AAA Rules. Each party will be responsible for its own attorneys’ fees and expenses, unless applicable law provides otherwise or these Terms provide otherwise. If you are an individual consumer and initiate arbitration against MyStudio, and the total amount in dispute is $10,000 or less, MyStudio will reimburse your reasonable AAA filing fee after the arbitration is concluded, provided the arbitrator does not deem your claim frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).
24.7 No Class Actions. YOU AND MYSTUDIO AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND MYSTUDIO ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND. This waiver is a material and essential part of this arbitration agreement and is consistent with Section 23 of these Terms of Use. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above in Sections 24.1 through 24.6 shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
24.8 Mass Arbitration Procedures. If 25 or more similar arbitration demands are asserted against MyStudio by or on behalf of similar situated parties and are represented by the same or coordinated counsel or are otherwise coordinated ('Mass Arbitration'), the following procedures shall apply: (a) The parties acknowledge that the administrative burden and costs of such Mass Arbitration would be substantial and the parties agree to work together in good faith to implement an efficient resolution process; (b) No more than 10 arbitrations may be filed, served, or administered at any time without MyStudio's written consent; (c) If more than 10 demands are served, they shall be processed in batches of 10, with each batch including one demand selected by claimants' counsel, one demand selected by MyStudio, and the remainder selected by the AAA or other agreed administrator; (d) While batches are proceeding, no other demands that are part of the Mass Arbitration may be filed, served, or administered, and the statute of limitations shall be tolled as to those demands; (e) The results of the initial batch of 10 arbitrations shall be binding on all parties and may be used as guidance for resolving remaining demands through individual settlement negotiations or other agreed procedures; (f) If the parties cannot agree on an efficient resolution process, either party may seek appropriate relief from a court of competent jurisdiction, and the Mass Arbitration shall be stayed pending resolution; (g) This Mass Arbitration provision shall not apply if it is found to be unenforceable, in which case the standard arbitration procedures in this Section 24 shall apply to each individual demand.
24.8 Changes. Notwithstanding the provisions of Section 25 ("Changes to the User Agreement") below, if MyStudio changes this "Arbitration and Dispute Resolution" section after the date you first accepted these Terms of Use (or accepted any subsequent changes to these Terms of Use), you may reject any such change by sending us written notice (including by email to success@mystudio.academy) within 30 days of the date such change became effective, as indicated in the "Date of Last Version" date or in the date of MyStudio's email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and MyStudio in accordance with the provisions of this "Arbitration and Dispute Resolution" section as of the date you first accepted these Terms of Use (or accepted any subsequent changes to these Terms of Use).
25. CHANGES TO THE USER AGREEMENT
We reserve the right to revise this User Agreement at any time by modifying or updating this posting, except where other notice or consent is required by law. You understand and agree that if you continue to use the Application after the date on which the updated User Agreement has been posted, your continued use will be deemed acceptance of the updated User Agreement.
26. ADDITIONAL DATA PROTECTION PROVISIONS FOR BUSINESSES IN THE U.K (DATA PROCESSING AGREEMENT)
26.1 This agreement (the “Data Processing Agreement”) supplements and forms part of the User Agreement entered into between you and MyStudio for UK Businesses and is required in order to allow the parties to comply with their respective obligations under the UK GDPR, the Data Protection Act 2018, Directive 2002/58/EC and any legislation and/or regulation implementing or made pursuant to them, or which amends, replaces, re-enacts or consolidates any of them, and all other applicable laws relating to processing of personal data and privacy that may exist in any relevant jurisdiction, including, where applicable, the guidance and codes of practice issued by supervisory authorities (together the “Data Protection Laws”). In case of a conflict between any stipulation in this Data Processing Agreement and any stipulation in any other clause of the User Agreement, the stipulation in this Data Processing Agreement shall prevail.
26.2 For the purposes of this Data Processing Agreement, the terms “personal data”, “controller”. “processor”, “personal data breach”, “data subject” and “processing” shall have the meanings given to them under UK GDPR. Unless otherwise defined herein, all other defined terms shall have the meaning given to them in the User Agreement.
26.3 The parties agree the provisions of this Data Processing Agreement shall apply to the personal data MyStudio processes in the course of providing the Application. You agree that you are the controller and MyStudio is the processor in relation to the personal data that MyStudio processes in the course of providing the Application.
26.4 The subject-matter of the data processing is the provision of the Application. Your obligations and rights are as set out in this Data Processing Agreement. The Appendix to the User Agreement sets out the nature, duration and purpose of the processing, the types of personal data MyStudio processes and the categories of data subjects whose personal data is processed.
26.5 MyStudio shall be entitled, with your general authorization, to engage sub-processors to process any personal data and shall notify you of such appointments thereby giving you the right to object (if no objection is received within five business days of the notification, you are deemed to have consented specifically to the appointment). MyStudio shall at all times remain liable for the acts and omissions of the sub-processors as regards the processing of the personal data. A list of sub-processors approved by you as at the date of this Data Processing Agreement are as set out below:
• AWS: Amazon Web Services, Inc. 410 Terry Avenue North, Seattle, WA 98109-5210, USA (hosting and IT Support).
• Twillio: Twilio Inc., 101 Spear Street, First Floor, San Francisco, CA 94105, USA (cloud communications).
• Stripe: Stripe Payments Company, 354 Oyster Point Boulevard, South San Francisco, California, 94080, USA (payment processor)
26.6 MyStudio shall comply with Data Protection Laws as applicable to processors and shall also comply with the following provisions:
(a) process the personal data only on your instructions and in accordance with the terms of this Data Processing Agreement or as otherwise agreed between the parties from time to time;
(b) notify you immediately if, in MyStudio’s opinion, an instruction for the processing of personal data given by you infringes applicable Data Protection Laws;
(c) keep the personal data confidential and ensure that personnel required to access the personal data are subject to a binding duty of confidentiality in respect of such personal data;
(d) taking into account the state of the art, costs of implementation and the nature, scope, context and purposes of processing, MyStudio shall implement appropriate technical and organizational measures necessary to protect the personal data against unauthorized or unlawful processing and against accidental loss, destruction, damage, theft, alteration or disclosure. These measures shall be appropriate to the harm which might result from any unauthorized or unlawful processing, accidental loss, destruction, damage or theft of the personal data and having regard to the nature of the personal data which is to be protected;
(e) use the personal data obtained as a result of the User Agreement only for the purposes of providing the Application. However, you hereby authorize MyStudio to make certain personal data available to (i) Code Ninjas LLC, the franchisor for the purposes described in the Franchise Agreement between you and Code Ninjas LLC and (ii) to MyStudio’s payment provider (currently Stripe) in order to fulfil payment transactions;
(f) notify you without undue delay on becoming aware of a personal data breach as defined under applicable Data Protection Laws;
(g) taking into account the nature of the processing, implement appropriate technical and organizational measures, so far as possible, to responding to requests from data subjects (as defined under the Data Protection Laws) exercising their rights, in ensuring compliance with the obligations pursuant to Articles 32 to 36 of the UK GDPR (taking into account the information available to MyStudio) and by making available to you all information which you reasonably request to allow you to demonstrate that the obligations set out in Article 28 of the UK GDPR relating to the appointment of processors have been met; and
(h) allow you the right to audit its processing operations, systems and/or facilities where reasonably required by you to assess MyStudio’s compliance with this Data Processing Agreement and upon the agreed appointment of an auditor (at your costs) or, at your option, co-operate with your reasonable requests for information to demonstrate the MyStudio’s compliance with this Data Processing Agreement.
26.7 On the termination of the User Agreement, at your specific and written request, MyStudio shall securely destroy or return all copies of the personal data to you and delete existing copies unless applicable laws require storage of such personal data by MyStudio.
26.8 MyStudio shall not transfer personal data outside the UK without your prior written consent or where a permitted derogation or safeguard under the Data Protection Laws applies. You hereby agree for MyStudio to transfer the personal data to the United States on the understanding that the parties have entered into the UK International Data Transfer Agreement as part of the sign-up process.
1. Subject matter and duration of processing:
To manage personal data within the Application for the duration of the User Agreement.
2. Nature and purpose of processing.
To manage your user admin accounts within the Application, verify Memberships, set up and manage Member accounts and payments on your behalf, and to assist in trouble shooting.
3. Categories of data subjects
• Your Staff
• Members (Parent/Guardian/Buyer of Code Ninja services)
• Student Member
4. Types of processed personal data
• Your Staff: Name, organisation, contact details (email), user log on and password, location data
• Member (Parent/Guardian/Buyer of Code Ninja services): Names, addresses and other contact information, type of membership, telephone number and other voluntary enrolment information (e.g. t-shirt size), payment information (tokenised only)
• Student Member: name, birthday, gender (optional),
5. Special categories of data
N/A