PRIMA PILATES LLC
TERMS OF USE

Website, Platform, and Service Agreement

Effective Date: July 1, 2024
Last Revised: May 15, 2026
Governing Law: State of California, U.S.A.
Venue: Orange County, California

ARBITRATION NOTICE: ARTICLE XI (DISPUTE RESOLUTION) OF THESE TERMS CONTAINS A MUTUAL ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. BY ACCEPTING THESE TERMS, YOU WAIVE YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN CLASS-ACTION LITIGATION. PLEASE READ ARTICLE XI CAREFULLY BEFORE USING THIS SITE OR ANY SERVICES.

MEDICAL DISCLAIMER: THE SERVICES OFFERED BY PRIMA PILATES INVOLVE PHYSICAL EXERCISE. BY ACCESSING THE SITE OR ENROLLING IN ANY CLASS OR MEMBERSHIP, YOU REPRESENT THAT YOU HAVE CONSULTED A LICENSED PHYSICIAN REGARDING YOUR FITNESS TO PARTICIPATE IN PHYSICAL ACTIVITY AND THAT YOU ASSUME ALL ASSOCIATED RISKS.

Prima Pilates LLC
22361 Antonio Parkway, Suite E-130 | Rancho Santa Margarita, CA 92688
info@primapilatesstudios.com | (949) 278-3344 | www.primapilatesstudios.com

ARTICLE I — PREAMBLE, ACCEPTANCE, AND DEFINITIONS

Section 1.01. Agreement to Be Bound

These Terms of Use (hereinafter “Terms” or “Agreement”), together with all policies, rules, schedules, and additional terms expressly incorporated herein by reference, constitute a legally binding agreement between you (“User,” “you,” or “your”) and Prima Pilates LLC, a California limited liability company (“Prima Pilates,” “Company,” “we,” “us,” or “our”). These Terms govern your access to and use of: (i) the Company’s website located at www.primapilatesstudios.com (the “Site”); (ii) all content, data, materials, and functionality accessible through the Site; (iii) all studio services, class offerings, membership programs, and appointment scheduling services (collectively, “Studio Services”); and (iv) any mobile applications, digital platforms, or third-party integrations through which the Company’s services are made available (collectively with the Site and Studio Services, the “Services”).

BY ACCESSING OR USING THE SITE OR ANY OF THE SERVICES, OR BY CLICKING TO ACCEPT THESE TERMS WHERE SUCH OPTION IS PRESENTED, YOU REPRESENT THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE LEGALLY BOUND BY THESE TERMS IN THEIR ENTIRETY. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST IMMEDIATELY CEASE ALL ACCESS TO AND USE OF THE SITE AND THE SERVICES.

Section 1.02. Additional Terms and Incorporation by Reference

Your access to and use of certain aspects of the Site or Services may be subject to additional terms and conditions, including, without limitation: (i) Prima Pilates’ standard membership policies; (ii) individual membership agreements and studio waivers applicable to your enrolled studio location(s); (iii) class registration and cancellation policies; and (iv) health and physical activity assumption-of-risk agreements (collectively, “Additional Terms”). All Additional Terms are hereby incorporated into and made a part of these Terms by this reference. In the event of any conflict or inconsistency between these Terms and any Additional Terms, the Additional Terms shall govern and control solely with respect to the subject matter addressed therein, and these Terms shall govern all other matters.

Section 1.03. Definitions

As used throughout these Terms, the following defined terms shall have the meanings set forth below:

“Agreement” — has the meaning set forth in Section 1.01 hereof.

“Additional Terms” — has the meaning set forth in Section 1.02 hereof.

“Class Credit” — a non-cash, non-transferable credit applied to a User’s account representing the right to attend one (1) scheduled class or session, subject to availability and these Terms.

“Company” — Prima Pilates LLC, a California limited liability company.

“Interval” — the billing cycle applicable to a Membership, which shall be monthly unless otherwise disclosed to the Member in writing at the time of enrollment.

“Member” — a User who has enrolled in and whose Membership is currently active or has been active at any prior time.

“Membership” — a subscription-based program granting a Member recurring access to Studio Services during each Interval, subject to these Terms and any applicable Additional Terms.

“Membership Start Date” — the date on which the Member’s initial Membership payment is successfully processed.

“Prima Pilates Parties” — Prima Pilates LLC and each of its owners, members, officers, directors, managers, employees, agents, contractors, licensors, licensees, successors, and assigns.

“Services” — has the meaning set forth in Section 1.01 hereof.

“Single-Session Rate” — the then-current full retail price for a single private Pilates session as listed in the Company’s published pricing schedule at the time the relevant session was scheduled, regardless of any discounted rate previously paid by the Member.

“Site” — the Company’s website at www.primapilatesstudios.com, including all subdomains, pages, and associated digital properties.

“Studio Services” — has the meaning set forth in Section 1.01 hereof.

“User Content” — has the meaning set forth in Section 7.01 hereof.

Section 1.04. Modification of These Terms

The Company reserves the right, in its sole and absolute discretion, to modify, amend, supplement, or replace these Terms at any time. In the event of any material modification, the Company shall provide notice to Users by: (i) posting a revised version of these Terms on the Site with an updated “Last Revised” date; and/or (ii) transmitting notice to the email address on file for registered Users. Non-material modifications shall be effective immediately upon posting. Material modifications shall be effective upon the date specified in the applicable notice, which shall be no fewer than ten (10) calendar days following the date of posting or transmission, except where a shorter period is required by applicable law or is reasonably necessary to protect the Company’s legal rights or business interests. A User’s continued access to or use of the Site or Services following the effective date of any modification shall constitute the User’s irrevocable acceptance of and agreement to the modified Terms. Users who do not agree to any material modification must cease all use of the Site and Services prior to the effective date of such modification.

ARTICLE II — ELIGIBILITY AND ACCOUNT ACCESS

Section 2.01. Age Requirements and Eligibility

The Site and Services are intended for use by individuals who meet the following minimum eligibility requirements. By accessing the Site or enrolling in any Services, you represent and warrant that you satisfy all applicable requirements:

  • Participation in group Reformer Pilates classes is restricted to individuals who are at least fifteen (15) years of age.
  • Participation in private Pilates sessions by individuals under the age of twelve (12) is subject to prior evaluation and approval at the sole discretion of the assigned instructor.
  • Any individual under the age of eighteen (18) must have a parent or legal guardian execute all required waivers, liability releases, and assumption-of-risk agreements prior to participation in any class or session. The parent or legal guardian shall be jointly and severally liable for compliance with these Terms.
  • The Company and its instructors reserve the right, in their sole discretion, to decline participation by any individual, including a minor, if the instructor reasonably determines that participation is not appropriate given the individual’s physical condition, fitness level, maturity, or ability to follow instructions.
  • All Users represent that they have the legal capacity to enter into a binding agreement under the laws of the jurisdiction in which they reside.

Section 2.02. Account Registration and Security

Certain features of the Site and Services require the creation of a user account. By registering for an account, you agree to the following obligations, each of which shall be ongoing for the duration of your use of the Site and Services:

  • You shall provide complete, accurate, and current information during registration and shall promptly update such information to maintain its accuracy at all times.
  • You shall maintain the strict confidentiality of your username, password, and all other account credentials, and shall not disclose such credentials to any third party under any circumstances.
  • Your account is personal to you and non-transferable. You shall not permit any other person or entity to access the Site or Services using your credentials.
  • You shall immediately notify the Company of any unauthorized access to or use of your account, or any other known or suspected breach of account security, by contacting the Company at prima@primapilatesstudios.com or (949) 278-3344.
  • You shall be solely and fully responsible for all activity occurring through your account, whether or not authorized by you, to the fullest extent permitted by applicable law.

The Company reserves the right to suspend, disable, or terminate any user account at any time, without prior notice, in the event of any actual or suspected violation of these Terms or applicable law, or for any other reason in the Company’s sole discretion.

ARTICLE III — SUBSCRIPTION MEMBERSHIPS

Section 3.01. Membership Enrollment

The Company offers subscription-based Membership programs providing Members with recurring access to Studio Services. A Membership may be acquired through the Site or directly at the studio, subject to availability and the terms of the applicable membership agreement. All Memberships are subject to these Terms and any Additional Terms applicable to the Member’s enrolled studio location. In the event of any conflict between these Terms and a separately executed membership agreement, the separately executed membership agreement shall govern and control with respect to the subject matter expressly addressed therein.

Section 3.02. Payment, Billing, and Automatic Renewal

All Membership fees are due and payable in advance at the commencement of each Interval. The Membership shall commence on the Membership Start Date and shall remain in effect for one (1) Interval. UNLESS AND UNTIL CANCELED OR PAUSED IN STRICT ACCORDANCE WITH THESE TERMS, MEMBERSHIPS SHALL AUTOMATICALLY RENEW FOR SUCCESSIVE INTERVALS AT THE THEN-CURRENT APPLICABLE RATE WITHOUT FURTHER NOTICE OR ACTION BY THE MEMBER. By enrolling in a Membership, the Member expressly and irrevocably authorizes the Company to charge the Member’s designated payment method on file at the beginning of each Interval for the applicable Membership fees, together with any applicable taxes, until the Membership is validly canceled or terminated.

Section 3.03. Cancellation of Membership

A Member may cancel a Membership prospectively by providing the Company with a minimum of ten (10) calendar days’ prior written notice before the next scheduled billing date, submitted exclusively through the method prescribed in Section 3.05 below. The following terms shall apply to all cancellations:

  • If the required notice is not received by the Company within the prescribed period, the Member shall be charged the full Membership fee for the subsequent Interval, and such charge shall be non-refundable.
  • No refunds shall be issued for any Membership fees previously charged, regardless of the circumstances of cancellation, except as may be expressly required by applicable California law.
  • Upon cancellation, the Member shall retain access to all Membership benefits through the end of the paid Interval in which the cancellation takes effect, after which access shall automatically terminate.
  • Cancellation of a Membership does not relieve the Member of any outstanding payment obligations accrued prior to the effective date of cancellation.

Section 3.04. Membership Pause Policy

A Member may request a temporary suspension (“Pause”) of the Membership, subject to the following conditions:

  • A Pause request must be submitted exclusively through the method prescribed in Section 3.05 below, with a minimum of ten (10) calendar days’ prior written notice before the next scheduled billing date.
  • A single Pause period shall not exceed three (3) consecutive calendar months, unless the Company agrees otherwise in a writing signed by an authorized representative of the Company.
  • The Member may specify a restart date at the time of submitting the Pause request. If no restart date is specified, or if the Member fails to resume the Membership prior to the expiration of the three-month Pause period, the Membership shall automatically resume, and billing shall recommence, on the first day following the conclusion of the authorized Pause period.
  • During a Pause period, the Member shall have no right to access Studio Services. Class Credits shall not accrue and shall not expire solely as a result of an authorized Pause.

Section 3.05. Exclusive Method for Cancellation and Pause Requests

All Membership cancellation and Pause requests must be submitted directly and exclusively to the Company through one of the following authorized channels:

Telephone: (949) 278-3344
Email: prima@primapilatesstudios.com

Cancellation or Pause requests submitted through any other means, including through the Site, any third-party platform, verbal communication to studio staff, or any messaging application, shall be deemed null and void and shall not be considered received or effective for any purpose. The Company shall bear no liability for any charges, losses, or damages arising from a cancellation or Pause request submitted through an unauthorized method. The Member bears the sole and exclusive responsibility for ensuring that any request is submitted through an authorized channel, within the applicable notice period, and in such form as to be reasonably capable of acknowledgment by the Company.

Section 3.06. Payment Obligations and Failed Payments

The Member is solely responsible for maintaining accurate, current, and complete billing and payment information on file with the Company at all times. The following provisions shall apply with respect to payment obligations:

  • In the event of a failed, declined, disputed, charged-back, or returned payment for any reason — including, without limitation, an expired card, insufficient funds, or account closure — the Member shall remain fully liable for all outstanding amounts owed to the Company.
  • The Company reserves the right to suspend or terminate the Membership, without prejudice to its right to pursue collection, if payment cannot be successfully collected after reasonable collection attempts.
  • The Company reserves the right to assess a reasonable returned-payment or administrative fee, not to exceed amounts permitted by applicable California law, in connection with any failed payment.
  • The Company shall not be responsible for any fees, penalties, overdraft charges, or other costs imposed by the Member’s financial institution as a result of failed or disputed payment processing.
  • Any outstanding balance not collected through automatic billing shall remain due and payable and may be pursued through all available legal remedies, including referral to a collections agency and reporting to consumer credit bureaus.

Section 3.07. Amendments to Membership Terms and Pricing

The Company reserves the right, in its sole discretion, to modify Membership terms, pricing, and program structure at any time, subject to the following:

  • The Company shall provide Members with reasonable advance written notice of any material modification to Membership terms or pricing prior to the effective date of such modification.
  • If a Member does not consent to modified terms or pricing, the Member may cancel the Membership pursuant to Section 3.03 prior to the Interval on which the modified terms would first take effect.
  • A Member’s continued enrollment in and use of the Membership following the effective date of any modification shall constitute the Member’s unequivocal acceptance of and agreement to the modified terms and pricing.

Section 3.08. Promotional Discounts and Offers

The following terms and restrictions apply to all promotional discounts and offers made available by the Company in connection with Memberships:

  • Any promotional discount shall apply exclusively to the first (1st) Interval of a new monthly Membership and shall not carry over to, or apply toward, any subsequent Interval.
  • Each individual Member is entitled to redeem no more than one (1) promotional discount in connection with any Membership, whether original or reinstated.
  • A Member who has previously canceled, paused, or allowed a Membership to lapse shall not be eligible to apply a promotional discount to any new, reinstated, or replacement Membership.
  • The availability, eligibility criteria, terms, and duration of all promotions — including whether an active Member may participate — shall be determined by the Company in its sole and absolute discretion.
  • All promotional offers are personal to the individual Member, non-transferable, have no cash value, and may be modified, suspended, or discontinued at any time without notice.

ARTICLE IV — CLASS AND APPOINTMENT CANCELLATION POLICY

Section 4.01. Policy Statement and Scope

Prima Pilates has established the following Cancellation Policy to ensure equitable access to class availability and private appointment scheduling for all Members and clients. Late cancellations and no-shows result in direct operational costs to the Company, deprive other Members of the opportunity to reserve available spots, and adversely affect the Company’s instructors. By enrolling in any class or booking any private appointment, the Member expressly acknowledges these impacts and agrees to be legally bound by this Cancellation Policy as a material condition of participation.

Section 4.02. Group Class Cancellation

(a) Timely Cancellation

To cancel a group class reservation without incurring a cancellation fee, the Member must submit a cancellation no fewer than ten (10) hours prior to the scheduled class start time through the Member’s account on the Site or through the Prima Pilates platform application. A timely cancellation shall result in: (i) no cancellation fee being assessed; and (ii) the applicable Class Credit being returned to the Member’s account for future use.

(b) Late Cancellation or No-Show

If a Member cancels a group class reservation fewer than ten (10) hours prior to the scheduled start time, or fails to appear for a reserved class without any prior cancellation (each, a “No-Show”), the following consequences shall apply automatically and without further notice:

  • A late cancellation or no-show fee of Twenty Dollars ($20.00) shall be assessed and automatically charged to the payment method on file at the time of the applicable class.
  • Notwithstanding the assessed fee, the applicable Class Credit shall be returned to the Member’s account.
  • The late cancellation fee shall not be waived, credited, or refunded under any circumstances, except as may be expressly required by applicable law.

(c) Late Cancellation With Subsequent Attendance — Forfeiture of Reserved Spot

In the event a Member cancels a group class reservation fewer than ten (10) hours before the scheduled start time but subsequently attempts or arrives to attend the class, the following shall apply:

  • The Member’s reserved spot shall be deemed irrevocably forfeited as of the time the cancellation was submitted and may have been reassigned to another Member, client, or walk-in participant. The Company does not guarantee, and expressly disclaims any obligation to provide, entry to any class following a late cancellation.
  • The $20.00 late cancellation fee shall remain assessed and shall not be waived, notwithstanding the Member’s attempt to attend.
  • The applicable Class Credit shall be returned to the Member’s account.

Section 4.03. Private Appointment Cancellation

(a) Timely Cancellation

To cancel a private appointment without incurring a cancellation fee, the Member must provide the Company with written notice of cancellation no fewer than twenty-four (24) hours prior to the scheduled appointment time, delivered exclusively through one of the methods specified in Section 4.04. A timely cancellation shall result in: (i) no fee being assessed; and (ii) the applicable session credit being returned to the Member’s account.

(b) Late Cancellation or No-Show

If a Member cancels a private appointment fewer than twenty-four (24) hours before the scheduled appointment time, or fails to appear without prior cancellation (a “Private No-Show”), the following shall apply:

  • The Member shall be charged a fee equal to the Single-Session Rate applicable to the missed or late-canceled private appointment.
  • This fee shall apply without exception, regardless of whether the Member purchased the session as part of a discounted package, promotional bundle, multi-session series, or any other reduced-rate arrangement. The Single-Session Rate in effect at the time of the missed or late-canceled appointment shall govern, irrespective of the per-session equivalent rate paid by the Member.
  • The assessed fee shall be automatically charged to the Member’s payment method on file at the time of the missed or late-canceled appointment.

Section 4.04. Exclusive Method for Class and Appointment Cancellation Notice

The following exclusive methods of cancellation notice shall apply depending on the type of booking:

  • Group Class Cancellations: Must be submitted exclusively through the Member’s account on the Site or through the Prima Pilates platform application. The notice period shall be calculated from the timestamp at which the cancellation is recorded in the Company’s scheduling system.
  • Private Appointment Cancellations: Must be submitted directly to the Member’s assigned instructor or to the Company by telephone at (949) 278-3344 or by email at prima@primapilatesstudios.com. The notice period shall be calculated from the time the cancellation is received and acknowledged by the instructor or an authorized member of the Company’s staff through a designated channel.

Cancellation notice provided through any channel not specified herein for the applicable booking type shall be null and void and shall not be deemed effective for any purpose, including for purposes of calculating the notice period. The Company shall not be liable for any fees arising from a cancellation submitted through an unauthorized method. The Member bears the sole and exclusive responsibility for ensuring that cancellation notice is provided through the correct channel, within the applicable notice window, and in a form susceptible to acknowledgment.

Section 4.05. Fee Collection; Suspension for Repeated Violations

All cancellation fees shall be automatically charged to the payment method on file for the Member’s account at the time the fee is triggered. Failure by the Company to immediately collect a cancellation fee shall not constitute a waiver of the Company’s right to collect such fee at a later date, and all such fees shall remain due and payable. Repeated late cancellations or no-shows — as determined in the Company’s sole discretion — may result in the suspension or permanent termination of the Member’s Membership or booking privileges, without refund of any prepaid amounts, in addition to collection of all outstanding fees.

ARTICLE V — ACCEPTABLE USE AND RESTRICTIONS

Section 5.01. Permitted Use

Subject to full compliance with these Terms, the Company grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Site and Services solely for your own personal, non-commercial purposes in connection with the Studio Services offered by Prima Pilates. No other use is permitted. This license does not include any right to: (i) sublicense, resell, or otherwise transfer access to the Site or Services to any third party; (ii) use the Site or Services to develop competing products or services; (iii) collect or harvest any User information from the Site; or (iv) use any data mining, scraping, or similar data gathering methods in connection with the Site.

Section 5.02. Prohibited Conduct

The following conduct is strictly prohibited. In accessing or using the Site and/or Services, you shall not, and shall not permit or facilitate any third party to:

  • Use any device, software, script, bot, or automated routine to interfere with or disrupt the proper functioning, security, or integrity of the Site or Services, or any server, network, or system connected thereto;
  • Transmit, upload, post, or otherwise make available any content that is unlawful, threatening, harassing, abusive, defamatory, obscene, pornographic, sexually explicit, or otherwise objectionable, or that promotes discrimination, violence, or illegal conduct;
  • Infringe, misappropriate, or otherwise violate any intellectual property right, right of privacy, right of publicity, or other proprietary right of any person or entity;
  • Introduce or transmit any virus, malware, ransomware, Trojan horse, worm, time bomb, or other malicious or harmful code or component;
  • Attempt to gain unauthorized access to any portion of the Site or Services, or to any other system or network connected thereto, by hacking, password mining, credential stuffing, or any other means;
  • Use the Site or Services to transmit unsolicited commercial communications, spam, chain letters, pyramid schemes, or any form of mass unsolicited messaging;
  • Frame, scrape, mirror, or otherwise reproduce any portion of the Site without the Company’s prior express written consent;
  • Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of any software underlying the Site or Services;
  • Impersonate any person or entity, or falsely represent your identity, affiliation, or authority;
  • Use the Site or Services in any manner that violates any applicable federal, state, local, or international law or regulation.

Section 5.03. User Covenants

By accessing or using the Site and/or Services, you hereby represent, warrant, and covenant on a continuing basis that:

  • You will comply with all applicable federal, state, and local laws, rules, and regulations in connection with your access to and use of the Site and Services;
  • You will not perform or fail to perform any act that you know or reasonably should know would place the Company or any of its affiliates in violation of any applicable law, rule, or regulation;
  • You have the full legal capacity, authority, and right to enter into and be bound by these Terms under the laws of the jurisdiction in which you reside; and
  • All information you provide to the Company in connection with your account, enrollment, or use of the Services is and shall remain true, accurate, current, and complete.

ARTICLE VI — INTELLECTUAL PROPERTY RIGHTS

Section 6.01. Ownership of Company Content

As between the User and the Company, all content on the Site and Services — including, without limitation, all text, graphics, photographs, images, video recordings, audio recordings, audiovisual works, software, source code, interface designs, trademarks, trade names, trade dress, service marks, logos, and other intellectual property (collectively, “Company Content”) — is and shall remain the exclusive property of the Company and/or its licensors, and is protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws. The entire compilation, selection, coordination, arrangement, and enhancement of Company Content is separately copyrightable and owned by the Company.

Section 6.02. Restrictions on Use of Company Content

Except as expressly authorized under these Terms or by prior written consent of the Company, you shall not reproduce, copy, modify, adapt, translate, create derivative works of, distribute, transmit, broadcast, publicly display, publicly perform, publish, sublicense, sell, or otherwise exploit any Company Content or any portion of the Site or Services. Removal or alteration of any trademark, copyright, or other proprietary notice on any Company Content is strictly prohibited. All rights not expressly granted herein are reserved by the Company.

Section 6.03. Trademarks

All trademarks, service marks, trade names, trade dress, and logos (collectively, “Marks”) appearing on the Site or in connection with the Services are the property of the Company or their respective third-party owners. Nothing in these Terms shall be construed as granting any license or right to use any Mark without the prior express written consent of the Company or the applicable third-party owner. Any unauthorized use of the Marks is strictly prohibited and may constitute trademark infringement, unfair competition, or other violations of applicable law.

Section 6.04. Feedback

Any feedback, suggestions, ideas, or recommendations you submit to the Company regarding the Site or Services (“Feedback”) shall be deemed non-confidential and shall become the exclusive property of the Company. The Company shall be free to use, disclose, reproduce, license, distribute, and otherwise exploit such Feedback for any purpose, commercial or otherwise, without restriction, compensation, or obligation to you.

ARTICLE VII — USER CONTENT AND SOCIAL MEDIA

Section 7.01. User Content — Responsibility and Representations

“User Content” means any and all materials, communications, data, text, photographs, images, videos, audio recordings, artwork, logos, service marks, trademarks, ideas, notes, drawings, messages, concepts, reviews, or other information that you submit, post, upload, transmit, or otherwise make available to the Company, on the Site, or through any Services, whether directly or through any third-party platform. You are, and shall remain, solely and exclusively responsible for all User Content you provide. The Company has no obligation to review, screen, monitor, or verify User Content prior to its submission or display.

By submitting any User Content, you represent and warrant that: (i) you are the sole owner of, or have obtained all necessary rights, licenses, consents, and permissions to submit and grant the licenses described herein with respect to, such User Content; (ii) the submission and use of your User Content as contemplated herein does not and will not infringe, misappropriate, or violate any copyright, trademark, trade secret, right of privacy, right of publicity, or other intellectual property or proprietary right of any third party; and (iii) your User Content does not and will not violate any applicable law or regulation.

Section 7.02. License Grant — User Content

By submitting any User Content or User Generated Social Media Content to the Company or tagging or mentioning Prima Pilates in connection therewith, you hereby grant to the Company and its affiliates a royalty-free, perpetual, irrevocable, worldwide, fully sublicensable, transferable, non-exclusive right and license to use, reproduce, modify, adapt, publish, share, re-post, translate, create derivative works of, distribute, and publicly display such User Content in any form, medium, format, or technology now known or hereafter developed, without payment, royalties, attribution, or other consideration to you, in connection with the operation of the Site, the provision of Services, and the Company’s business purposes, including promotion, advertising, and marketing.

Section 7.03. Prohibited User Content

User Content shall not, under any circumstances:

  • Contain any personally identifiable information of any third party without such person’s prior written consent;
  • Be defamatory, libelous, slanderous, or otherwise tortious;
  • Contain, depict, or promote content that is pornographic, sexually explicit, obscene, lewd, or indecent;
  • Harass, threaten, bully, intimidate, or demean any individual or group;
  • Contain or depict symbols, language, or imagery widely recognized as offensive, hateful, or discriminatory;
  • Promote, depict, or encourage unreasonably dangerous, reckless, or illegal conduct, including but not limited to the use of controlled substances or excessive alcohol;
  • Constitute unsolicited advertising, spam, chain messages, or bulk transmissions; or
  • Involve impersonation of any individual, entity, or brand.

Section 7.04. Monitoring and Removal

The Company reserves the right, but not the obligation, to monitor, review, edit, refuse to post, remove, or disable access to any User Content at any time, for any reason or no reason, in its sole discretion, without prior notice or liability. The Company may preserve and disclose User Content to the extent required by applicable law or legal process, or as reasonably necessary to: (i) comply with legal obligations; (ii) enforce these Terms; (iii) respond to claims of third-party rights violations; or (iv) protect the rights, property, safety, or interests of the Company, its users, or the public. The Company bears no liability for any failure to remove or any delay in removing any User Content.

ARTICLE VIII — PURCHASES, PAYMENTS, AND PRODUCT SALES

Section 8.01. Product Availability and Pricing

Products and services offered through the Site are subject to availability and may be modified, discontinued, or repriced at any time without prior notice, to the fullest extent permitted by applicable law. The Company strives to maintain accurate pricing information on the Site; however, the Company reserves the right to correct any pricing errors or inaccuracies at any time, including after an order has been placed but before it has been fulfilled. All prices are stated in United States Dollars and are exclusive of applicable taxes unless expressly stated otherwise.

Section 8.02. Payment Terms and Authorization

By completing a transaction on the Site, you represent, warrant, and covenant that: (i) all information you provide, including payment and billing information, is true, accurate, current, and complete; (ii) you are the authorized account holder or have express permission to use the payment method submitted; (iii) all charges will be honored by your financial institution; and (iv) you are legally authorized to enter into the applicable transaction. The Company reserves the right, in its sole discretion, to decline, cancel, or limit any order for any reason, including suspected fraud, payment method irregularities, or prior violations of these Terms.

Section 8.03. Coupons and Discount Codes

Promotional coupons and discount codes are subject to the following restrictions: (i) limited to one (1) use per customer and per code; (ii) no cash value and non-redeemable for cash; (iii) not valid in combination with other promotions or discounts unless expressly stated; (iv) not applicable to prior purchases; and (v) subject to any additional terms and restrictions disclosed at the time of issuance. The Company reserves the right to void any coupon or discount code used in violation of these terms.

Section 8.04. Payment Processing

Payment processing services for transactions on the Site are provided by third-party payment processors. By submitting payment information, you consent to the processing of your payment data in accordance with the applicable processor’s terms of service and privacy policy. The Company does not store complete payment card data on its own servers.

Section 8.05. Shipment, Delivery, and Risk of Loss

To the extent the Company offers physical merchandise through the Site, the following terms apply: Risk of loss and title to merchandise pass to the purchaser upon delivery to the carrier. Shipping and handling charges are specified during the ordering process and are non-refundable. Delivery dates are estimates only and are not guaranteed. The Company shall not be liable for any damages, losses, or delays arising from late or failed delivery by any third-party carrier.

Section 8.06. Returns and Exchanges

Subject to any return policy published on the Site, the Company will accept returns of eligible physical merchandise within thirty (30) days of the order date, provided that: (i) the merchandise is returned in unused, unopened, and original condition; (ii) the return is accompanied by valid proof of purchase and original packing materials; and (iii) a return authorization has been obtained in advance by emailing info@primapilatesstudios.com with the order number in the subject line. Refunds, where applicable, will be issued for the original purchase price less original and return shipping and handling charges. Services, memberships, class packages, and digital products are non-refundable except as expressly provided in these Terms or required by applicable law.

Section 8.07. Prohibition on Resale

The Site and Services are offered exclusively for personal, non-commercial use by end consumers. You are expressly prohibited from purchasing any product or service through the Site for the purpose of resale, redistribution, or export. The Company reserves the right to immediately cancel any order, terminate any account, and bar further access to the Site upon determining that any purchase was made for commercial resale or export purposes.

ARTICLE IX — DISCLAIMERS, WARRANTIES, AND LIMITATION OF LIABILITY

Section 9.01. Medical and Physical Activity Disclaimer

THE SERVICES OFFERED BY PRIMA PILATES INVOLVE PHYSICAL EXERCISE AND STRENUOUS BODILY ACTIVITY. THE SITE AND SERVICES DO NOT PROVIDE MEDICAL ADVICE. ALL CONTENT PROVIDED THROUGH THE SITE OR SERVICES, INCLUDING, WITHOUT LIMITATION, WORKOUT INSTRUCTIONS, TUTORIALS, EXERCISE RECOMMENDATIONS, AND RELATED INFORMATION, IS FOR GENERAL INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. YOU SHOULD CONSULT A LICENSED PHYSICIAN OR QUALIFIED HEALTHCARE PROVIDER BEFORE BEGINNING ANY EXERCISE PROGRAM, PARTICULARLY IF YOU HAVE OR SUSPECT YOU MAY HAVE A MEDICAL CONDITION, PHYSICAL LIMITATION, OR HISTORY OF INJURY OR ILLNESS. NEVER DISREGARD, DELAY, OR DISCONTINUE PROFESSIONAL MEDICAL ADVICE ON THE BASIS OF INFORMATION OBTAINED FROM THE SITE OR SERVICES.

Section 9.02. Disclaimer of Warranties

THE SITE AND SERVICES — INCLUDING, WITHOUT LIMITATION, ALL CONTENT, INFORMATION, STUDIO SERVICES, CLASS OFFERINGS, AND RELATED MATERIALS — ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PRIMA PILATES PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION: (I) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, AND NON-INFRINGEMENT; (II) ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE; AND (III) ANY WARRANTIES THAT THE SITE OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SITE OR SERVICES IS TO DISCONTINUE USE THEREOF.

Section 9.03. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ANY OF THE PRIMA PILATES PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND — INCLUDING, WITHOUT LIMITATION, DAMAGES FOR PERSONAL INJURY, BODILY INJURY, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES — ARISING OUT OF OR IN CONNECTION WITH: (I) YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SITE OR SERVICES; (II) ANY PHYSICAL ACTIVITY UNDERTAKEN IN CONNECTION WITH THE STUDIO SERVICES; (III) ANY CONTENT OR INFORMATION OBTAINED THROUGH THE SITE OR SERVICES; (IV) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (V) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE PRIMA PILATES PARTIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SITE OR SERVICES EXCEED THE GREATER OF: (I) THE TOTAL AMOUNTS PAID BY YOU TO THE COMPANY IN THE THREE (3) CALENDAR MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (II) ONE HUNDRED UNITED STATES DOLLARS ($100.00). THE FOREGOING LIMITATIONS REFLECT A REASONABLE ALLOCATION OF RISK AND ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES OR DAMAGES; ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Section 9.04. Indemnification

To the fullest extent permitted by applicable law, you agree to indemnify, defend (with counsel reasonably acceptable to the Company), and hold harmless the Prima Pilates Parties from and against any and all claims, demands, actions, causes of action, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees, court costs, and settlement amounts) arising out of or relating to: (i) your breach or alleged breach of any representation, warranty, covenant, or obligation under these Terms; (ii) your access to or use of the Site or Services; (iii) any User Content submitted by you; (iv) your violation of any right of any third party, including any intellectual property, privacy, or publicity right; (v) your violation of any applicable law or regulation; or (vi) any dispute between you and another user. The Company reserves the right to assume sole control over the defense and settlement of any claim subject to indemnification at your expense, without relieving you of your indemnification obligations. You shall not settle any claim that imposes any obligation on or adversely affects the Company without the Company’s prior written consent.

ARTICLE X — THIRD-PARTY SITES, DMCA, AND REVIEWS

Section 10.01. Third-Party Sites and Services

The Site may contain links or references to third-party websites, services, or resources (“Third-Party Sites”) that are not owned or controlled by the Company. The Company has no control over, does not endorse, and accepts no responsibility for the content, terms of service, privacy practices, or security of any Third-Party Site. Access to any Third-Party Site through the Site is entirely at your own risk. The Company expressly disclaims all liability arising from your access to or use of any Third-Party Site. All complaints, claims, and concerns regarding Third-Party Sites must be directed to the applicable third-party operator.

You shall not link to the Site from any website or platform that contains, promotes, or is associated with unlawful, obscene, defamatory, discriminatory, or otherwise objectionable content. If notified of a non-compliant link, you shall immediately remove it.

Section 10.02. Digital Millennium Copyright Act (DMCA)

The Company respects the intellectual property rights of others and expects Users to do the same. In accordance with the Digital Millennium Copyright Act, 17 U.S.C. § 512, if you believe in good faith that any content on the Site infringes your copyright, you may submit a written Infringement Notification to the Company’s designated copyright agent containing all of the following:

  • A physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right allegedly infringed;
  • Identification of the copyrighted work claimed to have been infringed, or, if multiple works are covered by a single notification, a representative list of such works;
  • Identification of the material claimed to be infringing, with information reasonably sufficient to permit the Company to locate the material;
  • Contact information for the complaining party, including name, address, telephone number, and email address;
  • A statement that the complaining party has a good faith belief that the use of the material is not authorized by the copyright owner, its agent, or applicable law; and
  • A statement, made under penalty of perjury, that the information in the notification is accurate and that the complaining party is authorized to act on behalf of the copyright owner.

Infringement Notifications must be submitted to:

Attn: Jacklyn Sam, Prima Pilates LLC
Address: 22361 Antonio Parkway, Suite E-130
Rancho Santa Margarita, CA 92688
Email: info@primapilatesstudios.com
(Subject: “DMCA Notice”)

The Company reserves the right to suspend or terminate the accounts of Users who are determined to be repeat infringers. Submission of a false or bad-faith DMCA notification may expose you to liability under 17 U.S.C. § 512(f).

Section 10.03. Reviews

Where the Company provides opportunities to submit reviews or ratings (“Reviews”), you agree to provide Reviews that are honest, lawful, and in good faith, and to disclose any material conflict of interest. By submitting a Review, you grant the Company the same license described in Section 7.02. All Reviews reflect solely the opinion of the submitting User. The Company does not endorse, verify, or assume responsibility for any Review. The Company reserves the right to remove any Review in its sole discretion.

ARTICLE XI — DISPUTE RESOLUTION, ARBITRATION, AND GOVERNING LAW

PLEASE READ THIS ARTICLE CAREFULLY. IT REQUIRES BINDING INDIVIDUAL ARBITRATION OF DISPUTES AND WAIVES YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING.

Section 11.01. Governing Law

These Terms and all matters arising out of or relating to your use of the Site or Services shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms.

Section 11.02. Informal Resolution

Before initiating any formal dispute resolution proceeding, the parties agree to first attempt to resolve any dispute informally. The party asserting a dispute shall provide written notice to the other party describing the nature and basis of the claim and the specific relief sought (a “Dispute Notice”). The parties agree to negotiate in good faith for a period of thirty (30) calendar days following receipt of the Dispute Notice. If the dispute is not resolved within such period, either party may proceed to arbitration as set forth herein.

Section 11.03. Binding Arbitration

Subject to Section 11.05, any and all disputes, claims, or controversies arising out of or relating to these Terms, the Site, the Services, or your relationship with the Company that are not resolved informally pursuant to Section 11.02 shall be resolved exclusively by final and binding arbitration, rather than in court. The arbitration shall be conducted by the American Arbitration Association (“AAA”) pursuant to its then-current Commercial Arbitration Rules, before a single arbitrator who has demonstrable expertise in the subject matter of the dispute. The arbitration shall be conducted in Orange County, California, or at such other location as the parties may mutually agree. The arbitration shall be completed within one hundred twenty (120) days of the filing of the demand to arbitrate, unless extended by the arbitrator for good cause.

To initiate arbitration, the claiming party must send a written demand for arbitration to the other party by certified mail (for claims against the Company: Prima Pilates LLC, 22361 Antonio Parkway, Suite E-130, Rancho Santa Margarita, CA 92688) prior to filing with the AAA. The demand shall describe the nature and basis of the claim and the specific relief sought.

The arbitrator’s award shall be final, binding, and non-appealable except on the grounds set forth in the Federal Arbitration Act, 9 U.S.C. § 1 et seq. Judgment on the arbitrator’s award may be entered in any court of competent jurisdiction. All proceedings, evidence, testimony, and awards in arbitration shall be treated as strictly confidential and shall not be disclosed to any third party, except as required by law or to enforce the award.

Section 11.04. Class Action Waiver

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND THE COMPANY EACH WAIVE THE RIGHT TO PURSUE ANY DISPUTE AS A CLASS, COLLECTIVE, MASS, OR REPRESENTATIVE ACTION, OR TO CONSOLIDATE YOUR DISPUTE WITH THAT OF ANY OTHER PERSON OR ENTITY. THE ARBITRATOR SHALL HAVE NO AUTHORITY TO PRESIDE OVER A CLASS, COLLECTIVE, MASS, OR REPRESENTATIVE PROCEEDING, AND MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF MORE THAN ONE INDIVIDUAL OR ENTITY IN A SINGLE ARBITRATION PROCEEDING. ANY CHALLENGE TO THE ENFORCEABILITY OF THIS CLASS ACTION WAIVER SHALL BE DECIDED EXCLUSIVELY BY A COURT OF COMPETENT JURISDICTION, NOT BY AN ARBITRATOR.

Section 11.05. Exceptions to Arbitration

Notwithstanding the foregoing, either party may seek emergency injunctive or other equitable relief from a court of competent jurisdiction to prevent imminent or ongoing infringement of intellectual property rights, breach of confidentiality obligations, or other irreparable harm, without waiving the right to arbitrate all underlying claims. Any such action shall be brought exclusively in the state or federal courts located in Orange County, California, and you hereby irrevocably consent to personal jurisdiction and venue in such courts.

Section 11.06. Statute of Limitations

Any claim or cause of action arising out of or relating to these Terms, the Site, or the Services must be commenced within one (1) year after the claim or cause of action accrues, regardless of any statute or law to the contrary. Claims not filed within this period shall be permanently barred.

ARTICLE XII — GENERAL PROVISIONS

Section 12.01. Force Majeure

The Company shall not be liable or responsible to you, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in the performance of its obligations due to causes beyond its reasonable control, including, without limitation: acts of God; natural disasters; floods; fires; earthquakes; explosions; epidemics or pandemics; wars; invasions; terrorism; riots; civil unrest; governmental actions; changes in law or regulation; labor disputes or strikes; cyberattacks; denial-of-service attacks; utility failures; telecommunication outages; or supply chain disruptions (each, a “Force Majeure Event”). The Company shall use commercially reasonable efforts to resume performance as promptly as practicable following the cessation of the Force Majeure Event.

Section 12.02. Electronic Communications and Notices

You consent to receive communications from the Company in electronic form, including via email, SMS, text message, push notification, or posting to the Site. You agree that all electronic communications satisfy any legal requirement that communications be in writing. Notices from you to the Company shall be deemed delivered only upon actual receipt by the Company through an authorized channel. Notices from the Company to you shall be deemed delivered when sent to the email or mobile number on file for your account, or when posted to the Site.

Section 12.03. Mobile Services and Automated Communications

By providing a telephone number to the Company, you consent to receive automated marketing calls and text messages (including SMS and MMS) from or on behalf of the Company at the number provided, which may include marketing, promotional offers, class reminders, and account notifications. Such consent is not a condition of purchasing any product or service. Message and data rates may apply; message frequency varies. You may opt out of automated text messages at any time by following the opt-out instructions provided in any such message. The Company is not responsible for charges imposed by your wireless carrier.

Section 12.04. Assignment

The Company may freely assign or transfer these Terms, or any of its rights or obligations hereunder, at any time, without prior notice to or consent from you, including in connection with a merger, acquisition, change of control, or sale of assets. You may not assign or transfer these Terms or any of your rights or obligations hereunder without the Company’s prior written consent. Any purported assignment by you in violation of this Section shall be null and void. These Terms shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

Section 12.05. Waiver and Severability

No failure or delay by the Company in exercising any right or remedy under these Terms shall constitute a waiver of that right or remedy. No waiver shall be effective unless made in writing and signed by an authorized representative of the Company. If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, or severed from these Terms if modification is not possible, and the remaining provisions shall continue in full force and effect.

Section 12.06. Entire Agreement

These Terms, together with the Privacy Policy, all Additional Terms, and all other documents expressly incorporated herein by reference, constitute the entire agreement between you and the Company with respect to the subject matter hereof, and supersede all prior and contemporaneous understandings, representations, warranties, and agreements, whether written or oral, relating to such subject matter. No oral statement, representation, or promise made by or on behalf of the Company shall supplement or modify these Terms.

Section 12.07. No Third-Party Beneficiaries

These Terms are entered into solely for the benefit of you and the Company. Nothing in these Terms, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms, except that the Prima Pilates Parties (as defined in Section 1.03) are intended third-party beneficiaries of the indemnification and limitation of liability provisions of Article IX.

Section 12.08. Survival

All provisions of these Terms that by their nature should survive expiration or termination shall so survive, including, without limitation: Article I (Definitions), Article VI (Intellectual Property Rights), Article VII (User Content), Section 9.03 (Limitation of Liability), Section 9.04 (Indemnification), Article XI (Dispute Resolution), and this Section 12.08.

Section 12.09. U.S. Jurisdiction — Geographic Limitation

The Site and Services are designed, operated, and intended to comply with United States federal and California state laws and regulations. The Company makes no representation that the Site or Services are appropriate, lawful, or available for use in jurisdictions outside the United States. If you access the Site or Services from a location outside the United States, you do so entirely at your own risk and are solely responsible for compliance with all applicable local laws.

Section 12.10. Notice for California Users

Under California Civil Code Section 1789.3, California residents are entitled to the following 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 1625 North Market Blvd., Suite N-112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

Section 12.11. Contact Information

Questions, notices, or communications regarding these Terms should be directed to:

Prima Pilates LLC
22361 Antonio Parkway, Suite E-130
Rancho Santa Margarita, CA 92688

Telephone: (949) 278-3344
Email: info@primapilatesstudios.com
Website: www.primapilatesstudios.com