Terms of Service

Updated April 29, 2023

We designed Recess to be an empowering community where everyone can find wellness, where people come together and grow, and where businesses thrive and earn a good living.

We put our users first, and these terms have that in mind. We have tried to make these terms as easy as possible to read. Above each section we have created a summary, but these summaries are not legally binding on their own, so please read the full text and contact us if you have questions.

Welcome

Summary: By using Recess.tv  you agree to these terms. We also use some terms repeatedly and this section defines them.

Welcome to Recess.tv (the “​Platform​”), a Reces.tv, Inc. product. Recess.tv is referred to in these terms as “​Recess​”, “​we​” or “​us​”. “​You​” or “​your​” means you as the user of the Platform (a “User”). You can book, pay for and attend classes as an “Attendee”. You can also create, schedule, stream and host free or paid classes as an “Business” or with your colleague(s) as “Businesses”. Classes offered by Business(es) may be for individuals (“Private Sessions”) or groups, (“Group Classes”, each singularly a “Class” and collectively with Private Sessions, “Classes”). Classes include the Class’s studio time, the interactive warm up and cool down rooms before and after the Class’s studio time, as well as any test Classes the Business wants to create.

Recess’s terms and conditions (the “​T&Cs​” or “Terms” ) apply to all Users of Recess and form a legally binding agreement between you and Recess. Please read them carefully and let us know if you have questions. You can only access and use the Platform in accordance with these T&Cs. By using Recess you also agree to our other policies, including our Privacy Policy  and our Data Processing Agreement which talk about the use of your personal information. In addition, you are subject to the terms and conditions of other parties whose devices and services you use to access the Platform or a Class. Please refer to the third-parties’ terms and conditions as we are not liable to you for their services.

Your account with Recess.

Summary: You must be at least 13 years old to register for an account. If you are under 18 and looking to be an Business or book a free or paid class, please get parental permission. You are responsible for your account.

In order to access the Platform or create an account with Recess, you must be at least 13 years old. If you want to become an Business, or join a Class as an Attendee, you must be at least 18 years old or have your parent or guardian’s express permission. Please be sure your parent or legal guardian has reviewed and discussed these T&Cs with you. You are responsible for providing us with accurate information when creating an account with us on our Platform.

You are also responsible for the security of your account and anything that occurs when someone has signed into your account. Please contact us at support@recess.tv  if you believe your account has been compromised.

Classes are optimized for laptops and PC browsers. You can also join Classes on certain tablets and mobile devices, as well as schedule, (as an Business) view, and book Classes (as an Attendee) on any mobile device.

Community Guidelines

Summary: Do not violate our policies, be abusive towards others, do anything illegal, or engage in any behavior that endangers the security of our Platform and Users.

We do not tolerate objectionable content or abusive Users on the Platform. Recess employs multiple strategies to ensure everything you create complies with this commitment, including:

• A method for filtering objectionable content,
• A way for you to flag objectionable content, and
• A mechanism for shutting down Classes on Recess that violate these Terms.

As a participant in Classes (whether Business or Attendee), you are part of Recess’s community. We hope that you will contribute to and benefit from Recess’s community, and we have created these Community Guidelines to shape and guide the community as it grows.

Above all, we want Recess to be a place where our Users feel safe and supported. With that in mind, please don’t do anything that is the following:

1. deliberately designed to provoke or antagonize people, especially trolling and bullying, or is intended to harass, harm, hurt, scare, distress, embarrass or upset people, including self-harm;
2. racist or discriminatory, including discrimination on the basis of someone’s race, religion, age, gender, disability or sexuality;
3. defamatory of any person, obscene, offensive, pornographic, hateful (including promotion of hate speech or violence) or inflammatory;
4. provides any medical, financial or other licensed advice, whether or not you have a license;
5. uses the Platform for any unsolicited advertising material or spam;
6. distributes or otherwise abuses any private information of any third party (including Businesss with access to Attendee information using it for any purposes unrelated to Recess or doxing);
7. makes available any material to Users which does or may infringe any copyright, trademark or other intellectual property, proprietary, or privacy rights of any other person;
8. uses the Platform or encourages someone to use the Platform for terrorist activity, money laundering, fraud, gambling or another criminal offense; or
9. copies or stores any significant portion of User Content (as defined below) for personal use, unless allowed by Recess.

This list is not exhaustive, but gives a good idea of how we want our community to run. Additionally, your access to and use of the Platform is subject to these Terms and all applicable laws and regulations in the jurisdiction where you are accessing the Platform.

We rely on you to report content that you find inappropriate or objectionable. Reporting content is anonymous, so other Users can't tell who initiated the report request. These Terms apply to Classes and any other content on Recess.

You can report any other User or their content. Reported Users and content are reviewed by the Recess team.

If we, in our sole discretion, determine that the Account and/or User Content (as defined below) are in violation of our policies, we will take action (ranging from a warning to permanently suspending the account and/or ending the Class/deleting any associated content). The User whose content is acted upon will receive an email from us when we take action on the reported account and/or videos, so that they can contact us with any relevant information that they think we have not considered. However, the final decision is always subject to our sole discretion.

Recess also reserves the right to remove or disable access to content or an Account. In most situations, we strive to work with Users to resolve any potential issues or violations and allow the User to continue to use Recess. Terminating an Account is not an action we take lightly. However, we reserve the right to do so in our sole discretion.

Business Accounts

Summary: An Business creates Classes that can be taken (and paid for) by Attendees. Below are details of payments, fees, subscription bundles, taxes and additional guidelines for Classes held by Businesses.

Recess allows Businesses to schedule, post and stream Classes at a scheduled time. Businesses can interact with Attendees during the Class. Recess also works with Venmo, a well established payments processor, to allow Businesses to receive fees for their Classes, or for recurring subscriptions, which, when purchased, allow an Attendee to attend an unlimited number of paid Classes for a single Business until the subscription is canceled (“Subscriptions” or a “Subscription”). Subscriptions auto-renew at the designated interval (e.g. weekly or monthly) until canceled and can be canceled at any time without any further obligation by the Attendee beyond the current billing period. If an Business changes the price of their Subscription, Attendees are given a 48 hour window to cancel their Subscription without being charged the new price. Subscriptions are non-refundable for the current billing period once purchased. To avoid getting billed for future periods, Attendees should make sure to cancel before the designated billing date.

If you want to become an Business and create Classes (or become an Attendee and attend Classes), simply create an account with us (and accept the Terms) using your email address or by signing up through Facebook (your “Account”). This will allow Attendees to access and attend your Classes, and allow you to share your expertise with the world. When you create your Account, please provide accurate information and promptly update your details and any other information you provide to us to keep it current and complete. Business profiles on Recess are available both to logged-in users and people who are not logged in to Recess.

You are responsible (to us and to others) for the activity that occurs under your Account. It is important that you keep your Account password confidential. If you know or suspect that any third party knows your password or has accessed your Account, promptly notify us at support@recess.tv

Creating a Class

Businesses can create a Class ten minutes or more in the future. Businesses can allow up to 50 Attendees in each Class.

Payments, Donations and Subscriptions

As an Business, you can either be paid by an Attendee for an individual Class when booked by the Attendee (a “Drop-in Class” ) or through a Subscription for a designated period worth of Classes.

Payments will be made to you via Venmo in no more than one week increments.

Subscriptions allow you to create a recurring pass for an Attendee to take unlimited paid Classes during a period.

At any time, you have the option to pause a Subscription pass by contacting us at support@recess.tv. In this scenario, no new Attendees will be able to purchase Subscriptions, but existing subscribing Attendees will continue to have Subscriptions and recurring charges.

At any time, you also have the option to cancel  a Subscription. When you do this, all future Class bookings made by Attendees with a Subscription (from the date of cancellation) will be canceled, and Attendees with Subscriptions will be given prorated refunds of that period’s charge (with no future charges).

If an Business account is deactivated by Recess (this is rare), all active Subscriptions will be canceled and Attendees will be given prorated refunds for the current period’s fees.

Recess handles issues such as fraud, chargebacks and resolution of payment disputes. We try to provide timely access to your funds, but you may occasionally experience delays in accessing your funds that are out of our control. We may also block or hold payments for violations of our policies or for compliance reasons. When payments are delayed or blocked, we try our best to communicate the reason to you promptly. If you have questions about a blocked payment, please contact us at support@recess.tv . Sometimes activities like refunds or chargebacks can put your account balance into the negative. If this happens, we may recover those funds from future payments.

If an Business wants to be paid via donations, they will need to activate the Donation feature within their Account during the setup process.

Business Cancellations

If an Business cancels a Class before it starts or ends a Class before its reasonable completion time, the amount already paid will be reversed from the Business’s account and returned as tokens to each Attendee in the form of a credit (“Recess Tokens”). Recess Tokens can be used with any Business on the Platform. Recess issues Recess Tokens by default to resolve customer service issues. If a User would like to instead request a refund, they can contact support@recess.tv. Recess reserves the right to approve or deny User refund requests at its sole discretion, as well as the right to terminate an Business account for excessive cancellations of classes. However, we unfortunately cannot be responsible or liable for your loss of internet access or connection.

If an Business does not show up for a Class within 10 minutes of the scheduled start time, it is treated as a cancellation of a Class, and the amount paid by Attendees will be reversed from the Business’s account and returned as Recess Tokens to each Attendee who paid. Businesses must start a Class by clicking “Start Class” within 10 minutes from the Class’s scheduled start time in order to activate payments for any paid Class

Editing the Start Time of a Class

An Business can edit the date/time of a Group or Private Class until the start of the Class..

Taxes

Recess is not responsible for any taxes you may incur by using the Platform other than as expressly stated. Businesses are responsible for reporting, filing and paying their own taxes for income derived from the Platform. We do not withhold any taxes from your funds earned on Recess, nor do we give advice on filing taxes.

Restrictions

We don’t allow any Classes or content that violate the Terms. If Recess cancels an Business’s Class for violation of the Terms, Attendees will be given Recess Tokens for their full payment amount for the Class, and the Business will not be refunded their Class Fees.

In addition to the Usage Restrictions/Community Guidelines above, there are limits to what is allowed in the Classes:

• You cannot organize or advertise a multi-level marketing scheme, or direct sales business through the Platform;
• You cannot organize or promote a raffle through the Platform;
• You cannot promote or sell anything relating to consumables, alcohol, smoking substances, weapons or explosives, fireworks or anything related, drugs, pornography, medications, supplements, books that claim to help disease, or access to betting or gambling products or services through the Platform;
• You cannot offer any financial advice, medical advice, or any other licensed advice;
• We do not allow nudity on the Platform or in any Classes;
• Classes that include anything illegal (child abuse, human or animal abuse etc.) are not allowed.

This list is not exhaustive and might change in the future as technologies evolve. If you have doubts about aspects of your Class, please contact us.

We proactively look at some Classes, Class descriptions and profile pages on Recess to make sure Businesses follow our Terms. We also investigate reports of potential violations. These investigations may take a while to resolve. In most situations, we will work with Businesses to resolve any potential violations and allow the Business to continue to use Recess. Terminating an Business account is not an action we take lightly. However, we reserve the right to do so in our sole discretion.

As an Business, you are responsible for keeping safe, and using appropriately, the data of the Attendees in your Classes. You may not use any personal data of other Users for any reasons other than those allowed by these Terms. You can see more details on what is required of you in our Data Processing Agreement and Privacy Policy.

Your Account cannot be sold or transferred for use by another Business.

Attendee Accounts

Summary: An Attendee is someone who joins a Class held by an Business on our Platform. Below are details on payments, Subscriptions, refunds, tokens, and taxes, among other information for Attendees.

You do not need to create an Account on Recess to browse our Classes, but if you want to view, access or sign up for a particular Class, simply create an Account, accept the Terms, and get started!

Information on Classes

When you sign up for a Class as an Attendee, your name, email address and Recess profile information are shared with that Business, as well as the number of Classes you have attended with that Business. You also have the option to send messages to an Business when booking Private Sessions with them.

Up to 50 Attendees can join each Class. The number of Attendees are decided by the Business when scheduling the Class.

Payments and Subscriptions

Class Fees are paid by tokens, which are purchased through the Platform via the Platform’s Payment Processing Service. Payments made via donations are non-refundable and not able to be credited for Recess Tokens or anything else.

Subscriptions allow you to attend all of the Classes of your favorite Business for a flat rate.

If the Business changes the fee for a Subscription, you will receive an email from Recess notifying you of the change and giving you an option to cancel your subscription. If you do not opt out, you will be charged from the following billing cycle at the new price.

Attendee Cancellations

If an Attendee registers for a Group Class, they have the option to cancel their registration up until start time  with no penalty. If an Attendee successfully cancels their registration, the amount paid will be reversed from the Business’s account and returned as Recess Tokens, which can be used with any Business on the Platform. All Recess Tokens expire 365 days from the date of award. Our default policy is to issue Recess Tokens to Users for cancellations. If a User would rather request a refund, they can do so by contacting support@recess.tv. Recess reserves the right to approve or deny a User’s refund requests at its sole discretion. Attendees can also cancel free Classes until the scheduled start time. If you are able to cancel a free Class, please do so out of courtesy.

Classes are closed to Attendees 5 minutes after the Class is started by the Business by default, meaning that the Attendee will not be able to join after this point. This time window is subject to change per Business. In this scenario, a no-show, the amount paid by that Attendee will be forfeited to the Business whose Class the Attendee was supposed to attend. There will be no Recess Tokens awarded in these situations.

Tokens & Refunds

We hope you like every Class on Recess. However, if you are unsatisfied with a given Class and let us know about it, Recess will investigate in a timely manner. If the complaint is deemed warranted, you will receive Recess Tokens. If you would rather request a refund, please contact support@recess.tv. Recess reserves the right to approve or deny User refund requests at its sole discretion. If an Attendee violates these Terms and is removed from a Class before it ends, they will not receive Recess Tokens for the unfinished Class. These situations will be handled on a case by case basis. We unfortunately cannot be responsible or liable for your loss of internet access or connection and will not give Recess Tokens or refunds in these cases.

Recess Tokens can be used to pay for the first payment of a Subscription, and will be used so long as you have a sufficient tokens balance; once you’ve run out of tokens, we will charge your card on file to purchase more. We also give you the option to opt out of using tokens and instead your card on file will be charged direct. If you use Recess Tokens to pay for a new Subscription, there will still be a small, temporary payment on your credit, which will allow us to authorize future recurring payments of the Subscription.

If you wish to cancel a Subscription, you can do so by accessing your Subscriptions on your profile and canceling the one you wish to cancel. If you cancel a Subscription with an Business you will be charged through the end of the current billing period. You will not be charged for any further periods, and you will be able to attend Classes with that Business through the end of that period. Subscriptions are not refundable.

Taxes and Fees

There will be a transaction fee of up to 5% on tips issued to Businesses that are paid by clients during or upon the completion of a class. Note, this fee does not apply to donations.Depending on your location, you may be subject to relevant taxes in your jurisdiction on top of your total Class charge or Subscription fee. Some banks may also charge you an additional transaction fee for your Class charge or Subscription fee. Recess does not control these charges. Please contact your bank for more information.

Other Information on Accounts and Classes

Summary: Information that is relevant for all accounts, including how to delete your account, pricing changes, and other information.

Once you sign up for an Account with an email address, Recess will send you emails regarding confirmation of your Classes, confirmation of your Account, or other emails that are transactional in nature.

If you want your Account deleted, please contact us at support@recess.tv  and we will guide you through the process. Once your Account is deleted, you can’t retrieve any of the Content you added, and your Recess profile will be removed from the Platform.

You may grant Recess access to your third-party accounts, including Facebook Products, in order for some features to operate. Each time you connect your third-party account, that third party will present a page that describes the information that Recess can access. You can revoke Recess's access to those accounts using the third party's security settings page.

By creating an account with Recess, or using our Platform, you are not creating an agency, partnership, joint venture, employment, contractor or franchisee relationship with us. You can’t represent yourself as working for Recess and we do not owe you health insurance, pension contributions, etc. You also agree that you are not covered under California Assembly Bill No. 5, CHAPTER 296, Act to amend Section 3351 of, and to add Section 2750.3 to, the Labor Code, and to amend Sections 606.5 and 621 of the Unemployment Insurance Code. Also, By registering for a Class through Recess, no confidential, fiduciary, contractually implied, or other relationship is created with us other than the one created by these Terms.

We reserve the right to adjust Recess Fees and transaction fees at any time. If we ever need to change Recess Fees or transaction fees, we will let you know in an email or on the Recess website.

If you are accessing or using the Platform on behalf of a business or entity, then (a) “you” and “your” includes you and that business or entity, (b) you must be an authorized representative of the business or entity, (c) you agree to these T&Cs on the entity’s behalf, (d) your business or entity is legally and financially responsible for your access or use of the Platform as well as for the access or use of your Account by others affiliated with your entity, and (e) you and your entity are not on any trade or economic sanctions lists, such as designated as a “Specially Designated National” by OFAC (Office of Foreign Assets Control of the U.S. Treasury Department).

Descriptions of Classes are provided by the Business(s). We don’t make any representations about the accuracy of the descriptions and make no warranties whatsoever with regards to the content on the Platform. The Business is solely responsible for the Classes and content being provided as well as the quality of those items. However, from time to time, Recess may monitor a Class (audio and video of all participants) for quality control purposes. By consenting to these Terms, you consent to this monitoring. Classes are recorded by default; both the audio and video of the Business are recorded, while only the audio of Attendees (when their microphone is enabled and turned on) is recorded. Only the studio time of the Class is recorded (not the warm up or cool down rooms)

You should not attempt to log in to Recess from multiple devices at once.

Class Photos

Class Photos are a feature of the Platform that commemorate the completion of a Class with your fellow Recess community members. Class Photos are initiated by the Business after completion of a Class, and show a picture of each User who participated as well as their first names. A User can disable or turn off their camera if they do not want their image shown in the Class Photo. After the Class Photo is taken, it is then sent via email to each Attendee as well the Business. By agreeing to these Terms, you understand that your first name and image may be used in these Class Photos.

Content - Grant of Licenses - Recess Content

Summary: You can use the Recess logo and other copyrights and trademarks to promote your Classes, but not for anything else without Recess's permission.

All Platform creations, the “look and feel” of the Platform, and all related intellectual property rights (the “Recess Content”), are either owned or licensed by Recess and are protected by copyright, trademark and trade secret laws. Use of Recess Content or materials on the Platform for any purpose not expressly permitted by these T&Cs is prohibited. We grant you a non-exclusive, limited, non-transferable, non-sublicensable, revocable, worldwide license to use the Recess logo and other copyrights and trademarks to promote your Classes. Recess Content may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed or otherwise exploited for any other purpose whatsoever unless we give you written permission (such as for Businesses below).

You acknowledge and agree that when you view content provided by others on the Platform, you are doing so at your own risk.

We make no representations, warranties or guarantees, whether express or implied, that any Recess Content (or User Content) is accurate, complete or up to date. Where our Platform contains links to other sites and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those sites or resources. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them. You acknowledge that we have no obligation to pre-screen, monitor, review, or edit any Content posted by you and other Users on the Platform (including User Content).

Business CONTENT

Businesses own the content they create on Recess (“Business Content”). Classes are recorded by default; both the audio and video of the Business are recorded, while only the audio of Attendees (when their microphone is enabled and turned on) is recorded. Only the studio time of the Class is recorded (not the warm up or cool down rooms). At the end of a recorded Class, the content appears on the Business dashboard. The content is available to the Business for up to 1 year, subject to change. Businesses may then upload Business Content onto third-party websites (and such content can be monetized by Businesses), provided that Businesses upload the Business Content in the format provided and use it otherwise in accordance with these Terms. Recess makes no promises that Businesses will be successful in making money from Business Content outside of the Platform. However, we do ask that if and when Businesses use the Business Content off the Platform, they use their common sense as misuse of Business Content outside of the Platform could result in privileges to use the Platform being revoked.

USER CONTENT

Users of the Platform may be permitted to upload, post or transmit or otherwise make available content through the Platform including, without limitation, any text, photographs, User videos, sound recordings and the musical works embodied therein, including videos that incorporate locally stored sound recordings from your personal music library and ambient noise (“User Content” and collectively with the Recess Content and Business Content, the “Content”).

You or the owner of your User Content still keep full ownership of the User Content sent to us, but by submitting User Content via the Platform, you hereby grant us an unconditional irrevocable, non-exclusive, royalty-free, fully transferable, perpetual worldwide license to use, modify, adapt, reproduce, make derivative works of, publish and/or transmit, and/or distribute and to authorize other Users of the Platform and other third-parties to view, access, use, download, modify, adapt, reproduce, make derivative works of, publish and/or transmit your User Content in any format and on any platform, either now known or hereinafter invented. Recess reserves the right to feature your profile or likeness on its website or for promotional purposes.

Any User Content will be considered non-confidential and non-proprietary. Attendees may not use any part of a Class or any User Content created by Businesses in any way not authorized by the Business.

You further grant us a non-exclusive, fully transferable, perpetual royalty-free license to use your user name, image, voice, and likeness to identify you as the source of any of your Content; provided, however, that your ability to provide an image, voice, and likeness may be subject to limitations due to age restrictions.

By posting User Content on the Platform, you waive any rights to prior inspection or approval of any marketing or promotional materials related to your User Content. You also waive any and all rights of privacy, publicity, or any other rights of a similar nature in connection with any portion of your User Content.

We also have the right to disclose your identity to any third party who is claiming that any Content posted or uploaded by you to our Platform constitutes a violation of their intellectual property rights, or of their right to privacy

We reserve the right to cut, crop, edit or refuse to publish your content at our sole discretion. We have the right – but not the obligation – in our sole discretion to remove, disallow, block or delete any User Content (i) that we consider to violate these T&Cs, or (ii) in response to complaints from other Users or third parties, with or without notice and without any liability to you. If you are an Business, please keep your recorded Classes or User Content if you wish to have permanent access to them.

We make no representations about the accuracy, integrity, appropriateness or quality of any Content and accordingly accept no liability for any Content.

If you wish to complain about information and materials uploaded by other Users, please contact us at: support@recess.tv .

The rights granted by you for streaming live and pre-recorded Content terminate once you delete such User Content from the Platform, or generally by closing your account, except if (i) Recess used it for promotional purposes, and (ii) for a reasonable time it takes to remove from backup and other systems.

Feedback

Summary: If you submit ideas to us, we don’t have to compensate you for them if we use them.

By submitting ideas, suggestions, documents, and/or proposals (“Submissions”) to Recess or its employees, you acknowledge and agree that Recess shall be entitled to use or disclose such Submissions for any purpose in any way without providing compensation or credit to you.

Specific Rules for Music

Please only use music that you are licensed to use, royalty-free. If you see a copyright violation, the procedure for reporting it is below.

By incorporating music into your Classes, you represent that you have the legal authority to do so on a royalty-free basis. You in turn grant us the right to use your Content without the obligation to pay royalties to any third-party.

If you are a composer or author of a musical work and are affiliated with a Performing Rights Organization (“PRO”) or music publisher, then you must notify your PRO or music publisher of the royalty-free license you grant through these T&Cs in your Content to us.

All of the rights you grant in your Content in these T&Cs are provided on a through-to-the-audience basis, meaning the owners or operators of third-party services will not have any separate liability to you or any other third party for Content posted or used on such third-party service via the Platform.

Copyright Claims. If you are a copyright owner (or agent of one) and believe that any Content infringes upon your copyrights, please submit a notification pursuant to the U.S. Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent (at the contact address below) with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

• A physical or electronic signature of a person authorized to act on behalf of the owner of the copyrighted work;
• Identification of the copyrighted work claimed to have been infringed. If multiple works are being infringed, then please list all of the original works applicable;
• Identification of the infringing material. Please include URLs or other information reasonably sufficient to locate the material;
• Contact information, such as name, address, telephone number, email address;
• A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
• A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

You acknowledge that if you don’t send all of the information, your DMCA notice may not be valid. You can email copyright infringement notifications to our Copyright Agent at privacy@recess.tv  Only DMCA notices should go to the Copyright Agent. Please note that the DMCA is a legal document and does require you to provide personal information. It is standard for websites to post such legal documents online or share such documents with the claimed infringer. This is like posting a summons or a subpoena on a door. As a result, your personal information may be publicly shared in this process.

Counter-Notice. If you believe that your Content that was removed (or to which access was disabled) is not infringing, or that you have the proper authorization to post and use the material in your Content, you may send a counter-notice containing the following information to the Copyright Agent:

• Your physical or electronic signature;
• Identification of the Content that has been removed or to which access has been disabled and the location at which the Content appeared before it was removed or disabled;
• A statement that you have a good faith belief that the Content was removed or disabled as a result of mistake or a misidentification of the Content; and
• Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in San Francisco, California, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Copyright Agent, Recess may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed Content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the Content provider or User, the removed Content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at Recess's sole discretion.

Additional Language for Music

• The end User agrees not to reverse engineer, decompile, disassemble, or otherwise tamper with any security components, usage rules or other protection measures applicable to the Business’s service.
• The end User agrees not to make use of API Content in a manner that would infringe the rights of a third party or otherwise use the service in any manner that infringes the intellectual property rights or other rights of Feed or any third party.
• The end User acknowledges that they are authorized to use API Content solely for their own personal, non-commercial use andares not authorized to reproduce and distribute API Content in the form of phonorecords (either physical or digital) or to offer API Content by sale, rental, lease or lending to any person.
• Recess or the Business, and their licensors of sound recordings and the musical works embodied therein, may, from time to time, remove API Content from the Business’s service without notice and without any liability to the end User.
• THE API CONTENT IS PROVIDED “AS-IS” AND “AS-AVAILABLE” WITHOUT WARRANTIES OF ANY KIND FROM RECESS, ITS LICENSORS, OR Businesses. TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, Recess AND ALL LICENSORS OF CONTENT PROVIDED BY RECESS TO THE Business DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NEITHER RECESS NOR ANY LICENSOR OF SOUND RECORDINGS, OR MUSICAL WORKS EMBODIED IN SOUND RECORDINGS, OR ANY RELATED FRONT-COVER ALBUM ARTWORK FOR SOUND RECORDINGS, WARRANTS THAT THE SOUND RECORDINGS, OR MUSICAL WORKS EMBODIED IN SOUND RECORDINGS, OR ANY RELATED FRONT-COVER ALBUM ARTWORK ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
• NEITHER RECESS NOR ANY LICENSOR OF SOUND RECORDINGS, OR MUSICAL WORKS EMBODIED IN SOUND RECORDINGS, OR ANY RELATED FRONT-COVER ALBUM ARTWORK WILL BE LIABLE FOR ANY INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING FROM THE USE OF RECESS’ SERVICE OR ANY CONTENT, INFORMATION, MATERIALS OR PRODUCTS PROVIDED BY PARTNER, INCLUDING ANY SOUND RECORDINGS, OR MUSICAL WORKS EMBODIED IN SUCH RECORDINGS OR RELATED FRONTCOVER ALBUM ARTWORK MADE AVAILABLE TO THE USER VIA RECESS, OR FOR ANY DAMAGES IN EXCESS OF THE AMOUNT PAID FOR THE SPECIFIC ITEM OF CONTENT GIVING RISE TO THE APPLICABLE CLAIM FOR DAMAGES.

The licensors of Recess for the rights in musical works and sound recordings are intended third-party beneficiaries of the agreement between Recess and Businesses.

Payment Processing Services

Summary: We use Stripe as our payment processor for the purchases of tokens and Venmo for Business payments. By agreeing to these Terms, you agree to Stripe’s & Venmo’s terms below (including in the links).

Payment processing services on Recess are currently provided by Stripe (“Stripe Processing Services”). Stripe Processing Services are subject to the Stripe Connected Account Agreement , which includes the Stripe Terms of Service  (collectively, the “Stripe Services Agreement”). By agreeing to these Terms, or by continuing to use the Platform including your account on Recess, you agree to be bound by the Stripe Services Agreement, as the same may be modified from time to time by Stripe. As a condition of Recess enabling payment processing services through Stripe, you agree to provide Recess accurate and complete information about you and your business, and you authorize Recess to share it and transaction information related to your use of the payment processing services provided by Stripe.Business payment processing is provided by Venmo (“Venmo Processing Services”). Venmo processing Services are subject to Venmo's User Agreement.  By agreeing to these Terms, or by continuing to use the Platform including your account on Recess, you agree to be bound by Venmo’s User Agreement,, as the same may be modified from time to time by Venmo. As a condition of Recess enabling payment processing services through Venmo, you agree to provide Recess accurate and complete information about you and your business, and you authorize Recess to share it and transaction information related to your use of the payment processing services provided by Venmo.

Indemnity

Summary: If we are sued because of your use of or conduct on Recess, you have to pay for it.

You agree to defend, indemnify, and hold harmless Recess, its parents, subsidiaries, and affiliates, and each of their respective officers, directors, employees, agents and advisors from any and all claims, liabilities, costs, and expenses, including, but not limited to, attorneys’ fees and expenses, arising out of a breach by you or any user of your Account of these T&Cs or arising out of a breach of your obligations, representations and warranties under these T&Cs.

Warranty Disclaimer

Summary: We do our best to make sure Recess works as it should, but sometimes things happen.

Recess is provided "as is" and without warranty of any kind. Any warranty of merchantability, fitness for a particular purpose, non-infringement and any other warranty is excluded to the greatest extent permitted by law. The disclaimers of warranty under this clause also apply to our subsidiaries, affiliates and third party service Businesses.

Limitation of Liability

Summary: If you lose money from using Recess, any payment to you is limited to the amount of money we have earned through your use of Recess.

To the extent permitted by law, we are not liable to you for any incidental, consequential or punitive damages arising out of these terms, or your use or attempted use of Recess. To the extent permitted by law, our liability for damages is limited to the amount of money we have earned through your use of Recess. We are specifically not liable for loss associated with unfulfilled benefits and from losses caused by conflicting contractual agreements. For this clause "we" and "our" is defined to include our subsidiaries, affiliates, officers, directors, employees, agents, and third party service providers.

IF YOU ARE ENROLLING A MINOR (AN INDIVIDUAL WHO IS NOT THE AGE OF MAJORITY IN THEIR JURISDICTION OF RESIDENCE), THIS RELEASE IN ITS ENTIRETY APPLIES EQUALLY TO SAID MINOR. NO ONE UNDER THE AGE OF 15 MAY PARTICIPATE. NO MINORS ARE ALLOWED TO INSTRUCT CLASSES. A MINOR 15-18 YEARS OF AGE MAY PARTICIPATE IN CLASS AS A CLIENT ONLY WITH A GUARDIAN PRESENT.

WE MAKE NO PROMISES WITH RESPECT TO, AND EXPRESSLY DISCLAIM ALL LIABILITY FOR: (1) PRODUCTS, SERVICES, INFORMATION, PROGRAMMING, AND/OR ANYTHING ELSE PROVIDED BY A THIRD PARTY THAT IS ACCESSIBLE TO YOU THROUGH THE SERVICES; OR (2) THE QUALITY OR CONDUCT OF ANY THIRD PARTY YOU ENCOUNTER IN CONNECTION WITH YOUR USE OF THE SERVICES.

Arbitration and Dispute Resolution

Summary: If you have an issue please contact us - if a dispute does arise, you are limited in how you can resolve it. You waive your right to trial by jury and your right to participate in a class action proceeding.

We encourage you to contact us if you have an issue. If a dispute does arise out of these terms or related to your use of the Platform, and it cannot be resolved after you talk with us, then it must be resolved by arbitration. This arbitration must be administered by JAMS under the JAMS Streamlined Arbitration  Rules and Procedures, except as expressly provided below. Judgment on the arbitration may be entered in any court with jurisdiction. Arbitrations may only take place on an individual basis. No class arbitrations or other other grouping of parties is allowed. By agreeing to these terms you are waiving your right to trial by jury or to participate in a class action or representative proceeding; we are also waiving these rights.

For Businesses and Attendees who are consumers, we also follow the JAMS Policy  on Consumer Arbitrations Pursuant to Pre-Dispute Clauses Minimum Standards of Procedural Fairness for consumer arbitrations done under these terms. For the purpose of an arbitration subject to the consumer standards, if any portion of these terms do not follow that standard, that portion is severed from these terms.

This clause does not limit either party’s ability to file an action in a court with jurisdiction to seek injunctive or other equitable relief for disputes relating to intellectual property, proprietary data or to enforce this dispute resolution clause, including your agreement not to assert claims related to the suspension or termination of another person’s account. In any such action, the court rather than an arbitrator must decide whether such a claim is arbitrable and must decide whether the party is entitled to the requested injunctive or other equitable relief.

Arbitration Agreement Survival. This arbitration agreement will survive the termination of your relationship with Recess.

Recess Waiver

Summary: You are aware of the risks of exercising and participating in, or instructing, Classes. Please check with a healthcare professional to ensure you are healthy enough to be in a Class. These classes are not medical advice. You hold Recess harmless for any issue that may arise from your use of Recess or participation in Classes. We are also not responsible for Classes held outside of our Platform.

YOU UNDERSTAND THAT THERE ARE CERTAIN INHERENT RISKS AND DANGERS IN EXERCISING AND THAT THE CLASSES YOU MAY REGISTER FOR, ATTEND OR PARTICIPATE IN OFFER A RANGE OF ACTIVITY AND INTENSITY LEVELS. BY USING RECESS (AS EITHER AN ATTENDEE OR AN Business), YOU ACKNOWLEDGE AND AGREE, ON BEHALF OF YOURSELF, YOUR HEIRS, PERSONAL REPRESENTATIVES AND/OR ASSIGNS THAT YOU ARE AWARE OF THESE RISKS WHICH INCLUDE, BUT ARE NOT LIMITED TO, PROPERTY DAMAGE, ILLNESS, LOSS AND BODILY INJURY OR DEATH. YOU ACKNOWLEDGE THAT YOU HAVE BEEN FULLY INFORMED OF THE POTENTIAL STRENUOUS NATURE OF SOME CLASSES ON RECESS (WHETHER TEACHING AS AN Business OR ATTENDING CLASS AS A CLIENT) AND THE POSSIBILITY OF ADVERSE PHYSIOLOGICAL OCCURENCES INCLUDING, BUT NOT LIMITED TO: ABNORMAL BLOOD PRESSURE, FAINTING, HEART ATTACK OR DEATH, AND THATSOME OF THESE RISKS CANNOT BE ELIMINATED AND YOU SPECIFICALLY ASSUME THE RISK OF INJURY OR HARM.

YOU ACKNOWLEDGE AND AGREE THAT IT IS YOUR RESPONSIBILITY TO CONSULT WITH YOUR PHYSICIAN OR OTHER HEALTH CARE PROFESSIONAL PRIOR TO USING RECESS (INCLUDING BUT NOT LIMITED TO ATTENDING, PARTICIPATING IN, INSTRUCTING, OR USING A CLASS) AND TO DETERMINE IF AND HOW USING Recess IS APPROPRIATE FOR YOU. DO NOT USE CLASSES IF YOUR PHYSICIAN OR HEALTH CARE PROVIDER ADVISES AGAINST IT. IF YOU EXPERIENCE FAINTNESS, PAIN OR SHORTNESS OF BREATH AT ANY TIME WHILE EXERCISING, YOU SHOULD STOP IMMEDIATELY.

YOU ALSO UNDERSTAND AND AGREE THAT THE PLATFORM OFFERS FITNESS AND RELATED INFORMATION THAT IS DESIGNED FOR INFORMATIONAL AND ENTERTAINMENT PURPOSES ONLY. NOTHING ON THE PLATFORM IS INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, THE PRACTICE OF MEDICAL, PROFESSIONAL OR COUNSELING CARE. YOU SHOULD NOT RELY ON ANY INFORMATION ON OR THROUGH THE PLATFORM AND/OR A CLASS AS A SUBSTITUTE FOR, NOR DOES IT REPLACE, PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS OR TREATMENT. ALWAYS CONSULT A PHYSICIAN IF YOU HAVE ANY CONCERNS OR QUESTIONS ABOUT YOUR HEALTH OR FITNESS LEVEL. THE USE OF ANY CONTENT, RECOMMENDATIONS AND INFORMATION PROVIDED ON OR THROUGH Recess IS SOLELY AT YOUR OWN RISK.

RECESS MAKES NO WARRANTY OF ANY KIND, IMPLIED OR EXPRESS AS TO OUR WEBSITE'S ACCURACY, COMPLETENESS OR APPROPRIATENESS FOR ANY PURPOSE. NO ASSURANCE CAN BE GIVEN THAT THE ADVICE OR RECOMMENDATIONS CONTAINED IN OR THROUGH RECESS’ WEBSITE AND/OR A CLASS WILL ALWAYS INCLUDE THE MOST RECENT FINDINGS OR DEVELOPMENTS WITH RESPECT TO THE PARTICULAR MATERIAL OR CONTENT.

THEREFORE, TO THE FULLEST EXTENT PERMITTED BY LAW, YOU RELEASE, INDEMNIFY, AND HOLD HARMLESS RECESS, ITS AFFILIATED ENTITIES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, CONSULTANTS, CONTRACT EMPLOYEES, REPRESENTATIVES AND AGENTS, AND EACH OF THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, FROM ANY AND ALL RESPONSIBILITY, CLAIMS, ACTIONS, SUITS, PROCEDURES, COSTS, EXPENSES, DAMAGES AND LIABILITIES ARISING OUT OF OR IN ANY WAY RELATED TO YOUR PARTICIPATION IN OR USE OF THE PLATFORM, THE APP, OR ANY PRODUCTS OR SERVICES MADE AVAILABLE ON, THROUGH OR IN RELATION TO THE PLATFORM OR THE APP AND/OR ATTENDANCE AT, PARTICIPATION IN, PURCHASE OF AND OR/USE OF ANY CLASS (INCLUDING THOSE HELD OUTSIDE OF RECESS), INCLUDING BUT NOT LIMITED TO WITH RESPECT TO BODILY INJURY, PHYSICAL HARM, LOSS, ILLNESS, DEATH OR PROPERTY DAMAGE.

Mobile Services

Some of the Services may be available via your mobile phone, including but not limited to (i) the ability to book and/or purchase Classes via your mobile phone, (ii) the ability to receive and reply to Recess’ messages, (iii) the ability to browse Recess classes from your mobile phone and (in) the ability to access certain Recess features through a mobile application you have downloaded and installed on your mobile phone (collectively the “Mobile Services”). We do not charge for the Mobile Services. However, your carrier’s normal messaging, data and other rates and tees will still apply. You should check with your carrier to find out what plans are available and how much they cost. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. Therefore, you should check with your carrier to find out if the Mobile Services are available for your mobile devices, and what restrictions, it any, may be applicable to your use of such Mobile Services.

Dispute Resolution

Binding Arbitration; Waiver. Each Party hereby irrevocably submits all disputes, controversies and claims arising from or concerning this Agreement, any additional terms, conditions or policies referenced in this Agreement (including Recess’ Privacy Policy and California Supplemental Privacy Policy), your visit, access, registration with, subscription to or use of the Site or the Services, any transactions made on, through or in relation to the Site, the App, any products or services purchased on, through or in relation to the Site or the App (including, without limitation, the Site and App’s Privacy Policy and the Services) and/or the Parties’ relationship (whether grounded in contract, tort, statute, law or equity) (collectively, the “Dispute(s)”) to binding arbitration administered by American Arbitration Association, Inc. (a/k/a JAMS) or its successor (“JAMS”) for the resolution thereof, and such arbitration shall be the sole and exclusive method for resolving the Disputes; this Agreement; the additional terms, conditions, and policies referenced herein (including, without limitation, the Services); your access or use of the Site and/or the App; your transactions on, through, or in relation to the Site and/or the App; your purchase or use of any products or services offered, sold, marketed, or provided on, through or in relation to the Site, and/or the App; all information disclosed or received on, through, or in relation to the Site and/or the App (including, without limitation, personal information and non-personal information); all content found on, through or in relation to the Site and/or the App; all information, communications and statements made on, through, or in relation to the Site and/or the App (including, without limitation, your express consent to Recess sending or otherwise communicating with you via any electronic means or forms, e.g., email, telephone and text message); and/or the Parties’ relationship. The arbitration shall be binding, final and confidential. Each Party acknowledges and agrees that such Party is waiving the right to a trial by jury or to participate as the member of a class in any purported class action proceeding.

Arbitration Rules. The arbitration shall be conducted before a single arbitrator under the then-current JAMS Comprehensive Arbitration Rules & Procedures (the “JAMS Rules”), as supplemented by the Federal Rules of Civil Procedure and the Federal Rules of Evidence if and where applicable as a gap-filler. If there is any conflict between a provision of the JAMS Rules, the Federal Rules of Civil Procedure, the Federal Rules of Evidence, or this Agreement, then the conflicting provision of this Agreement shall control and govern over the JAMS Rules, the Federal Rules of Civil Procedure and the Federal Rules of Evidence, and the JAMS Rules shall control and govern over the Federal Rules of Civil Procedure and the Federal Rules of Evidence. The construction, interpretation, and enforcement of this Section 22 is governed by the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq. Arbitration Process, Location, and Procedures. The Party initiating the arbitration proceeding shall serve a written notice of arbitration on the other Party in accordance with the JAMS Rules. The arbitration shall be held in San Francisco, California, United States of America. The arbitration shall be conducted in the English language. The arbitrator shall be selected in accordance with the JAMS Rules, unless otherwise agreed to by the parties to the arbitration. All issues or questions concerning either the scope of this arbitration clause or the arbitrability of any of the Disputes shall be referred to and finally decided by the arbitrator. The arbitrator may construe or interpret, but shall not vary or ignore, the terms and conditions of this Agreement and shall be bound by applicable law. Arbitration Decisions and Awards. The arbitrator shall render a written final decision on the subject Dispute as soon as practicable and, in any event, not more than forty-five (45) calendar days after the close of evidence and briefing. The arbitrator’s decision shall be written, shall be in accordance with applicable law, and shall be supported by written findings of fact and conclusions of law setting forth the basis for the arbitrator’s decision. The arbitrator shall have no authority to award punitive, exemplary or consequential damages, unless such an award is authorized by applicable law. The arbitrator shall have the authority to award attorney fees and expenses if such an award is permitted under this Agreement or applicable law. Subject to any applicable rights of appeal, the final decision of the arbitrator shall be binding and conclusive upon all of the Parties who have been served with proper written notice of the arbitration proceeding as required by this Section 22. Judgment on any award rendered by the arbitrator may be confirmed in any state or federal court having jurisdiction thereof that is located in the State of California, United States of America, and may be entered in and enforced by any domestic, foreign, or international court having appropriate subject matter jurisdiction. Any decision, judgment, ruling, finding, award or other determination of the arbitrator and any information disclosed in the course of any arbitration hereunder shall be kept confidential by the Parties, and any court order to enforce the decision, judgment, ruling, finding, award or other determination of the arbitrator shall be filed under seal.

Arbitration Fees and Expenses. JAMS’s administrative and filing fees, the arbitrator’s fees and expenses and all other fees and expenses charged by JAMS and/or the arbitrator to administer or conduct the arbitration shall be shared equally among all parties to the arbitration; provided, however, that the prevailing party of the arbitration may recover an award of its share of such fees and expenses if such an award is permitted under this Agreement or applicable law.

Litigation; Waiver. In the event a particular Dispute is not subject to arbitration (whether by decision of an arbitrator with binding authority, or otherwise according to this Agreement or applicable law), each Party hereby irrevocably submits to the exclusive personal jurisdiction and venue of the state courts of San Mateo County, California, United States of America and the United States federal courts in the Northern District of California for the litigation of said Dispute, and covenants and agrees that neither of the foregoing is an inconvenient venue or forum.

Waiver of Jury Trial and Class Action. Regardless of whether a particular dispute is subject to arbitration or litigation, and to the fullest extent permitted by law, each Party does hereby waive such Party’s right to a trial by jury, to participate as the member of a class in any purported class action or other proceeding or to name unnamed members in any purported class action or other proceedings.

Governing Law

Summary: Any disputes with us must be resolved in the Northern District of California under California law.

These T&Cs and all other Recess policies are governed by the laws of the State of California, excluding its conflict of laws provisions. If a lawsuit does arise, both you and Recess agree that all claims and disputes regarding the T&Cs or the use of the Platform will be litigated exclusively in the United States District Court for the Northern District of California. If that court lacks original jurisdiction, then claims and disputes arising out of or relating to the T&Cs will be litigated exclusively in the Superior Court of California, County of San Francisco.

Miscellaneous

Summary: Everything else!

• Entire Agreement, Severability. These Terms and any referenced policies in the Terms are the entire agreement between you and us, and supersede all prior agreements. If any provision of these terms is held to be unenforceable, then that provision is modified to the extent necessary to enforce it. If a provision cannot be modified, it is severed from these terms, and all other provisions remain in force. If either party fails to enforce a right provided by these terms, it does not waive the ability to enforce any rights in the future.
• Links. You may link to our home page, in a fair and legal manner and in a way that does not damage or take advantage of our reputation. Do not establish a link that suggests any form of association, approval or endorsement on our part where none exists. Do not establish a link to our Platform in any website that you don’t own. The website in which you are linking must comply in all respects with the content standards set out at “Community Guidelines” above. We reserve the right to withdraw linking permission without notice.
• California Consumer Rights Notice. Under California Civil Code Section 1789.3, California Users of the Platform receive the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at the contact information set forth at http://www.dca.ca.gov/about_dca/contactus.shtml. Users of the Platform who are California residents and are under 18 years of age may request and obtain removal of User Content they posted by emailing us at support@recess.tv.  All requests must be labeled "California Removal Request" on the email subject line. All requests must provide a description of the User Content you want removed and information reasonably sufficient to permit us to locate that User Content. We do not accept California Removal Requests via postal mail, telephone or facsimile. We are not responsible for notices that are not labeled or sent properly, and we may not be able to respond if you do not provide adequate information.
• Changes to the T&Cs. We amend these T&Cs and other policies from time to time. We will use commercially reasonable efforts to notify you of any material changes to these T&Cs, such as through a notice on our Platform; however, you should read these T&Cs regardless. We will also update the “Last Updated” date at the top of these T&Cs when they are updated. If you continue to use the Platform after the date of the new T&Cs, this means that you accept the new T&Cs.

DATA PROCESSING AGREEMENT

Recess empowers Businesses on our Platform to directly connect with other Recess users (“Users”) and create Classes for them. Capitalized terms (“Businesses”, “Classes”, “Platform”) have the definitions given to them in Recess’s Terms of Service .

To facilitate this direct connection with Users and enable obligations to be fulfilled, Recess provides the personal data of Users (“User Data”) to Businesses. Businesses then process User Data in order to provide Users any and all products or services as part of that Business’s business on Recess (the “Recess Services”). Recess requires all Businesses to agree to this Data Processing Agreement (“DPA”) to ensure that Businesses respect the privacy rights of Users when processing User Data.

This DPA is between Recess and Businesses, taking effect from the moment the Business’s Recess account is created, and applies exclusively to the User Data collected by Recess and provided to Businesses for the purpose of facilitating the experience of their Participants.

This DPA is an extension of Recess’s Terms of Service and Privacy Policy and will outline certain requirements for Businesses to process User Data during and beyond their relationship with Recess.

Definitions

1.  "Data Protection Legislation " means all applicable laws relating to privacy and the processing of personal data that may exist in any relevant jurisdiction, including, where applicable, the guidance and codes of practice issued by the supervisory authorities. Data Protec on Legisla on includes, but is not limited to, European Direc ves 95/46/EC and 2002/58/EC (as amended by Directive 2009/136/EC) and any legisla on and/or regula on implementing or made pursuant to them, or which amends, replaces, re-enacts or consolidates any of them, including the General Data Protection Regulation (Regula on (EU) 2016/279).
2. "Good Industry Practice" means exercising the same skill, exper se and judgement and using facili es and resources of a similar quality as would be expected from a person who:(a) is skilled and experienced in providing the services in ques on, seeking in good faith to comply with his contractual obliga ons and seeking to avoid liability arising under any duty of care that might reasonably apply; (b) takes all proper and reasonable care and is diligent in performing his obliga ons; and (c) complies with the Data Protection Legislation. 3. The terms "data controller", "data processor", “subprocessor”, "data subject", "personal data", "processing", and "appropriate technical and organizational measures" shall be interpreted in accordance with Directive 95/46/EC, or other applicable Data Protection Legislation, in the relevant jurisdiction.

Scope. The parties agree that Recess is a data controller and that Business is a data processor in relation to User Data that Business processes in the course of providing Recess Services. The subject matter of the data processing, the types of personal data processed, and the categories of data subjects will be defined by, and/or limited to, those necessary to carry out the Recess Services. The processing to which this DPA applies will be carried out by Business upon leaving the Recess platform. The subject ma er, dura on, nature, and purpose of the processing of the personal data as well as the type of personal data and categories of data subjects covered by this DPA are as follows:

1. The subject matter of the data processing is User Data
2. The duration of the processing is for as long as the Business holds User Data.
3. The nature and purpose of the processing under this DPA is limited to a Business’s fulfillment of Recess Services to the User.
4. The type of personal data covered by this DPA is contact informa on, including but not limited to First and Last Name, email address, username, number of Classes a ended, shipping address and phone number, as well as any information given by the Participant to the Business when a ending, or before a ending, a Class on Recess.
5. The category of the data subjects are Users who sign up for accounts on Recess.

Data Protection . Business shall adhere to the following requirements:

1. Processing as Instructed. Businesses will process User Data only in accordance with the Recess Terms of Service, Privacy Policy and this DPA and only in compliance with Data Protec on Legisla on. The nature and purpose of the processing shall be limited to that necessary to carry out such instructions, and not for Business's own purposes, or for any other purpose except as required by law. If an Business is required by law to process the personal data for any other purpose, the Business will inform the User of such requirement prior to the processing unless prohibited by law from doing so.
2. Extent of Processing. Businesses will process the personal data only to the extent, and in such manner, as is necessary for the provision of Recess Services.
3. Appropriate Technical and Organizational Measures. Businesses will implement and maintain appropriate technical and organizational measures designed to protect the personal data against unauthorized or unlawful processing and against accidental loss, destruction, damage, theft, alteration or disclosure. The 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 and as a minimum shall be in accordance with the Data Protection Legisla on and Good Industry Practice.
4. Transfer to Third Parties. Businesses will not give access to or transfer any personal data to any third party (including any affiliates, group companies or subcontractors) without the prior consent of Recess. Business must also ensure the reliability and competence of such third par es, its employees or agents who may have access to the personal data processed in the provision of Recess Services, and must include in any contract with such third party provisions protec ng User which are equivalent to those in this DPA and the Terms of Service and as are required by applicable Data Protection Legislation.
5. Reliability and Competence of Business Personnel. Businesses will take reasonable steps to ensure the reliability and competence of any Business personnel who have access to User Data. Businesses will ensure that all Business personnel required to access the personal data are informed of the confidential nature of the personal data and comply with the obligations set out in this DPA.
6. Acknowledgement of Data Protection Legislation and Assistance. Businesses will take all reasonable steps to assist Recess in complying with applicable Data Protection Legislation. For example, Business will promptly inform Recess in wri ng if it receives: (i) a request from a data subject concerning any personal data; or (ii) a complaint, communica on, or request rela ng to User’s obliga ons under Data Protection Legislation.
7. Destruction or Return of Property Upon Recess Services Complete on . Businesses will not retain any of the personal data for longer than is necessary to provide Recess Services. At the end of Recess Services, or upon a User's request, the Business will securely destroy or return (at User’s elec on) the personal data to User.
8. Loss or Security Breach. If Business becomes aware of any accidental, unauthorized or unlawful destruction, loss, altera on, or disclosure of, or access to User Data processed by Business in the course of providing Recess Services, it will do the following:
9. Provide notice to Recess . Business shall promptly and without undue delay notify Recess and provide Recess with: a detailed descrip on of the Loss or Security Breach; the type of data that was the subject of the Loss or Security Breach; the identity of each affected person if known, and the steps Business has taken or will take in order to mi gate and remediate such Security Breach, in each case as promptly as such informa on can be collected or otherwise becomes available (as well as periodic updates to this informa on and any other information Recess may reasonably request relating to the Loss or Security Breach); and
10. Investigate the Manner promptly. Businesses shall promptly take action, at its own expense, to investigate the Loss or Security Breach and to identify, prevent and mitigate the effects of the Loss or Security Breach and to carry out appropriate recovery ac ons to remedy the Loss or Security Breach.
11. Compliance with Data Protection Legislation. Business shall comply at all times with and assist Recess in complying with its applicable obligations under Data Protection Legislation. Businesses shall provide reasonable information requested by Recess to demonstrate compliance with the obligations set out in this DPA. Businesses will notify Recess immediately if, in Business's opinion, an instruction for the processing of personal data given by Recess violates any country’s data privacy legislation.

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