Supplemental Terms for Mindbody Virtual Wellness PlatformLast Updated Date: May 15, 2020
These Virtual Wellness Platform terms (“VWP Terms”), together with the overhead agreement which refers to this supplement as being applicable between the Parties (the “Mindbody Terms of Service”), govern your use of the Virtual Wellness Platform. Capitalized terms used in these VWP Terms but not otherwise defined herein will have the meaning given to them in the Mindbody Terms of Service.
- a. The content on the VWP includes videos, audio (for example music and other sounds), graphics, photos, text (such as comments and scripts), branding (including trade names, trademarks, service marks, or logos), interactive features, software, metrics, and other materials whether provided by you, Mindbody or a third-party (collectively, the "Content”).
- b. Content is the responsibility of the person or entity that provides it to the VWP. Mindbody is under no obligation to host or serve Content, or to continue to host or serve Content.
- c. If you see any Content you believe does not comply with these VWP Terms, the Mindbody Terms of Service, or the law, you can report it to us by following the process detailed in the Mindbody Intellectual Property Policy.
- d. You must not submit to the VWP any Content that does not comply with these VWP Terms, the Mindbody Terms of Service, or the law. For example, the Content you submit must not include third-party intellectual property (e.g. copyrighted music) unless you have permission from that party or are otherwise legally entitled to do so. You are legally responsible for the Content you submit to the VWP, including, but not limited to, your indemnification obligations in the Mindbody Terms of Service. Mindbody may use automated systems that analyze your Content to help detect infringement and/or abuse.
- a. Your License.
- i. You retain ownership rights in the Content you provide as described herein. In consideration of utilizing the VWP and/or receiving royalties, you agree to only place the Content on platforms and media that you own and control and you agree to refrain from posting, uploading, sending, or otherwise providing the Content to any other platforms (e.g. YouTube) during the Subscription Term and for a commercially reasonable period of time after either: (a) the Subscription Term ends; or (b) royalties are no longer being earned in a material manner (as determined in Mindbody’s sole discretion).
- b. License to Mindbody.
- i. By utilizing the VWP, you grant to Mindbody a worldwide, exclusive, irrevocable, unlimited, royalty-free (except as provided in the “Royalties” section herein), sublicensable and transferable license to the Content, including to reproduce, distribute, prepare derivative works, display and perform it in connection with the VWP and Mindbody’s (and its successors' and Affiliates') business through all media now known or hereinafter developed, including for the purpose of promoting and redistributing part or all of the VWP (collectively, the “Mindbody License”).
- ii. A violation of the Mindbody License will be deemed a material default under the Mindbody Terms of Service, and Mindbody will be entitled to either (a) suspend the Software Services, (b) suspend your usage of the VWP, including payment of unearned royalties, and/or (c) terminate the Agreement in accordance with Section 8.2 of the Mindbody Terms of Service.
- a. You may be offered the opportunity to earn royalties for usage of the Content on the VWP by consumers. Details of such opportunity will be provided in an Order Form.
4. Intellectual Property Rights.
- a. Mindbody will respond to all notices of alleged copyright infringement for any Content on the VWP as detailed in the Mindbody Intellectual Property Policy.