TERMS AND CONDITIONS

Last Updated: 14^th February, 2023

These terms and conditions (“Terms”) govern the access to and use of www.shunyaapp.com, its sub-domains and the Shunya Application (mobile application accessible through a mobile phone or a tablet device) (collectively referred to as “Platform”) and the services made available on or through the Platform (“Services”). These Terms also include our privacy policy, available at www.shunyaapp.com/privacy-policy/, (“Privacy Policy”), and any guidelines, additional terms, policies, or disclaimers made available or issued by us from time to time.

These Terms constitute a binding and enforceable legal contract between Gaze Health Private Limited 

and its affiliates (“Gaze”, “we”, “us” or “our”) and you, a user of the Platform including a person who accesses and registers on the Platform or uses the Services (‘Users’), and otherwise to any other third persons visiting the Platform (‘Visitors’), (collectively referred to as ‘you’ or ‘your’)

By using the Platform, you represent and warrant that you have full legal capacity and authority to agree and bind yourself to these Terms. If you represent an entity, organisation, or any other legal person, you confirm and represent that you have the necessary power and authority to bind such entity, organisation, or legal person to these Terms.

By using the Services, you agree that you have read, understood, and are bound by these Terms, as amended from time to time, and that you will comply with the requirements listed herein. If you do not agree to these Terms or comply with the requirements listed herein, please do not use the Services.

If you do not wish to be bound by the Terms, you should not use the Platform and discontinue use of the Service immediately. Gaze will post a notification on the Platform in the event of any material changes to these Terms. Such changes, whether in the form of modifications, additions, or deletions, shall be effective when specified in the relevant notification or, if the change is immaterial, immediately upon appearing on the Platform. Your continued use of the Service following our posting of any changes to these Terms means that you accept those changes.

1. Services
2. You acknowledge that Gaze offers the following services on the Platform:
3. Single sessions or subscription-based sessions from Gaze permitting access to pre-recorded or do-it-yourself audio or video content relating to physical and mental fitness, nutrition, therapy, recreation, yoga, personal wellness and allied content.
4. Single or subscription-based sessions from authorised collaborators contributing to the Platform as part of the Services (‘Collaborators’) permitting access to pre-recorded audio or video content relating to physical and mental fitness, nutrition, therapy, recreation, yoga, personal wellness and allied content.
5. Eligibility to Use
6. The Platform is not available to minors i.e. persons under the age of 18 (eighteen) years or to any Users suspended or removed by the Gaze for any reason whatsoever. You represent that you are of legal age to form a binding contract and are not a person barred from receiving the Services under the applicable laws.
7. Gaze reserves the right, at its sole discretion, to refuse access to the Platform or the Services to you or to terminate or suspend access already granted to you at any time without according any reason for doing so.
8. You shall not have more than one active Account (defined below) on the Platform. Additionally, you are prohibited from selling, trading, or otherwise transferring your Account to another party or impersonating any other person for the purpose of creating an Account with the Platform.
9. User Account, Password, and Security
10. In order to avail the Services on the Platform, you will have to register on the Platform by providing details about yourself, including your name, address, contact details and such other details as may be required on the Platform and create an account (“Account”).
11. You shall ensure and confirm that the Account information provided by you is complete, accurate and up-to-date. If there is any change in the Account information, you shall promptly update your Account information on the Platform. If you provide any information that is untrue, inaccurate, not current or incomplete (or becomes untrue, inaccurate, not current or incomplete), or if Gaze has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Gaze has the right to suspend or terminate your Account and refuse any and all current or future use of the Platform (or any portion thereof) at its discretion, in addition to any right, that Gaze may have against you at law or in equity, for any misrepresentation of information provided by you.
12. You will be responsible for maintaining the confidentiality of the Account information and are fully responsible for all activities that occur under your Account. You agree to (a) immediately notify Gaze of any unauthorised use of your Account information or any other breach of security, and (b) ensure that you exit from your Account at the end of each session. Gaze cannot and will not be held liable for any loss or damage arising from your failure to comply with this provision. You may be held liable for losses incurred by Gaze or any other User of or Visitor to the Platform due to authorised or unauthorised use of your Account as a result of your failure in keeping your Account information secure and confidential.
13. Use of another User’s Account information for availing the Services is expressly prohibited.  
14. Fees, Charges and Subscriptions
15. Some Services on the Platform may be paid Services and be only available to Users upon payment of a specified amount. Such paid Services may start with a free trial. The free trial period for any subscription will last for the period of time specified when you register in Platform.
16. You agree to pay for all fees and charges incurred while using the paid Services. Applicable additional taxes or third party charges may apply.
17. You may be offered (a) pay per session; (b) subscription options, which could be weekly, monthly, annually, recurring, non-recurring subscription options or (c) freemium Services. For the purposes of our weekly, monthly and yearly subscriptions, a week constitutes 7 (seven) calendar days, a month constitutes 30 (thirty) calendar days and a year constitutes 365 (three hundred sixty five) calendar days.
18. Non-recurring subscription(s) are non-cancellable. However, you may cancel your recurring subscription(s) at any time by going to your Account settings and cancelling your subscription before the respective renewal date to avoid billing of the next period’s subscription fee. Refunds cannot be claimed for any partial-term subscription period.
19. The Platform may allow for any promotion code or offer on the Platform for availing paid Services, provided that they may not be used in conjunction with any other promotion code or offer, past or present. Any introductory offers offered by Gaze will be only available to new Users of the Platform, except where expressly stated otherwise. Existing Users, including those having only booked or utilised trial services, or trial Users of the Platform do not qualify as new Users. No promotion code or discount will apply to any Services unless otherwise stated on the Platform.
20. Use of Platform
21. Subject to compliance with the Terms, Gaze grants you a non-exclusive, revocable, limited right to access and use the Platform and the Services. You agree to use the Platform and the Services only: (a) for purposes that are permitted by these Terms; (b) for purposes for which the Platform and the Services are meant to be used; and (x) in accordance with any applicable law, regulation or generally accepted practices or guidelines. You agree not to engage in activities that may adversely affect the use of the Platform by the Gaze or other Users, Visitors or Collaborators.
22. You agree not to access (or attempt to access) the Platform or the Services by any means other than through the interface that is provided by Gaze. You shall not use any deep-link, robot, spider or other automatic devices, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Platform or the Services, or in any way reproduce or circumvent the navigational structure or presentation of the Platform, to obtain or attempt to obtain any unauthorised materials, documents or information.
23. You acknowledge and agree that by accessing or using the Platform and you may be exposed to third-part content that you may consider offensive, indecent or otherwise objectionable. Gaze disclaims all liabilities arising in relation to such content on the Platform.
24. If the Platform allows you to post and upload any content on the Platform, you hereby undertake to ensure that such material is not offensive and is in accordance with applicable laws. All material added, created, uploaded, submitted, distributed, or posted to the Platform by you is your sole responsibility. Gaze reserves the right to review any information provided and data uploaded, if any, by you on the Platform and delete any information and data that is inconsistent with these Terms.
25. Health Disclaimer
26. Physical exercise, in all of its forms and with or without the use of equipment such as blocks, straps or any other equipment that may be suggested on the Platform, is a strenuous physical activity. Accordingly, you are urged and advised to seek the advice of a physician before beginning any physical exercise regimen, routine, program or using any suggested equipment, shown in any of the video clips on the Platform. The Platform is not a medical organisation and its instructors or Collaborators cannot give you medical advice or diagnosis. All suggestions and comments relating to the use of equipment, poses, moves and instruction are not required to be performed by you and are carried out at your election while viewing relevant videos on the Platform. Nothing contained on the Platform or in the Service should be construed as any form of such medical advice or diagnosis.
27. By using the Service, you represent that you understand that physical exercise involves strenuous physical movement and that such activity carries the risk of injury whether physical or mental. You understand that it is your responsibility to judge your physical and mental capabilities for such activities. It is your responsibility to ensure that by participating in classes, courses, programs, and activities offered on the Platform, you will not exceed your limits while performing such activity, and you will select the appropriate level of activity for your skills and abilities, as well as for any mental or physical conditions or limitations you may have. You understand that from time to time instructors or Collaborators on the Platform may suggest physical adjustments or the use of the equipment and it is your sole responsibility to determine if any such suggested adjustment or equipment is appropriate for your level of ability and physical and mental condition. You expressly waive and release any claim that you may have at any time for injury of any kind against Platform or Gaze, or any person or entity involved with Platform or Gaze, including without limitation its directors, principals, instructors, independent contractors, employees, agents, contractors, affiliates and representatives.
28. THIRD PARTY SERVICES
29. The Platform may include services, content, documents, and information owned by, licensed to, or otherwise made available by a third party (“Third Party Services”) or contain links to Third Party Services. You understand and acknowledge that Third-Party Services are the responsibility of the third party that created or provided it and acknowledge that use of such Third Party Services is solely at your own risk.
30. We make no representations and exclude all warranties and liabilities arising out of or pertaining to such Third Party Services, including their accuracy or completeness. Should you avail of a Third Party Service, you shall be governed and bound by the term and conditions and privacy policy of the third parties providing the Third Party Services. Further, all intellectual property rights in and to Third Party Services are the property of the respective third parties.
31. YOUR RESPONSIBILITIES
32. You represent and warrant that all information that you provide in relation to the Services is complete, true, and correct on the date of agreeing to these Terms and shall continue to be complete, true, and correct while you avail the Services. Should any information that you provide change during the existence of these Terms, you undertake to immediately bring such change to our notice. We do not accept any responsibility or liability for any loss or damage that you may suffer or incur if any information, documentation, material, or data provided to avail the Services is incorrect, incomplete, inaccurate, or misleading, or if you fail to disclose any material fact.
33. You shall extend all cooperation to us, in our defence of any proceedings that may be initiated against us due to a breach of your obligations or covenants under these Terms.
34. You shall not use the Services in any manner except as expressly permitted in these Terms. Without limiting the generality of the preceding sentence, you shall not:
35. infringe any proprietary rights, including but not limited to copyrights, patents, trademarks, or trade secrets, of any party;
36. except as may be provided hereunder, copy, display, distribute, modify, publish, reproduce, store, transmit, post, translate, create any derivative works from, or license the Services;

• use the Services to transmit any data or send or upload any material that contains viruses, Trojan horses, worms, timebombs, keystroke loggers, spyware, adware, or any other harmful programmes or similar computer code designed to adversely affect the operation of any computer software or hardware;

1. use any robot, spider, other automated devices, or manual process to monitor or copy the Services or any portion thereof;
2. engage in the systematic retrieval of content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory;
3. use the Services in (A) any unlawful manner, (B) for fraudulent or malicious activities, or (C) in any manner inconsistent with these Terms; or

• violate applicable laws in any manner.

1. You warrant that you shall not engage in any activity that interferes with or disrupts the Services.
2. You shall not attempt to gain unauthorised access to any portion or feature of the Services, any other systems or networks connected to the Services, to any of our servers, or through the Platform by hacking, password mining, or any other illegitimate means.
3. INTELLECTUAL PROPERTY RIGHTS
4. All rights, title, and interest in and to the Services, including all intellectual property rights arising out of the Services, are owned by or otherwise licensed to us. Subject to compliance with these Terms, we grant you a non-exclusive, non-transferable, non-sublicensable, revocable, and limited right to use Services solely for your personal and non-commercial use in accordance with these Terms and our written instructions issued from time to time.
5. We may request you to submit suggestions and other feedback, including bug reports, relating to the Services from time to time (“Feedback”). We may freely use, copy, disclose, publish, display, distribute, and exploit the Feedback we receive from you, without any payment of royalty, acknowledgement, prior consent, or any other form of restriction arising out of your intellectual property rights.
6. Except as stated in these Terms, nothing in these Terms should be construed as conferring any right in or licence to our or any third party’s intellectual rights.
7. DISCLAIMERS AND WARRANTIES
8. The Services are provided on an “as is” basis without warranty of any kind, express, implied, statutory, or otherwise, including without limitation the implied warranties of title, non-infringement, merchantability, or fitness for a particular purpose. Without limiting the foregoing, Gaze makes no warranty that the Services will meet your requirements or expectations.
9. Gaze makes no representation or warranty that the content displayed on or offered through the Platform are accurate, complete, appropriate, reliable, or timely or will meet your expectations.
10. You agree that your use of the Platform and the Services is entirely at your discretion and risk, and you will be solely responsible for any loss that results from such use.
11. No advice or information, whether oral or written, obtained from us shall create any warranty that is not expressly stated in the Terms.
12. You hereby accept full responsibility for any consequences that may arise from your use of the Platform, and expressly agree and acknowledge that Gaze shall have absolutely no liability in this regard.
13. The Service and the Platform may contain advertising content from third parties. Gaze is not liable or responsible for any such third-party advertising materials and will not be liable for any of your actions or purchases or losses that you may suffer in relation to or as a result of any such advertising.
14. The Services offered by Gaze are for information purposes only and do not make you eligible for certification by any governing or accreditation body to teach yoga. Gaze is not a member of any yoga-related governing or accreditation body and therefore cannot guarantee that the curriculum meets the standards developed by such organisations. You agree not to hold yourself out as a certified yoga instructor based on completing the courses, content or programs available on the Services or use Gaze’s or Platform’s name as a certification or accreditation body for purposes of teaching yoga unless you have enrolled for a course on the Platform which expressly disclaims that it is a training course which if completed, will certify you as a ‘certified yoga instructor’. Such training and certification courses may be provided by Gaze independently or in collaboration with any third-party organisation. Further, you expressly waive and release Gaze and its directors, principals, instructors, Collaborators, employees, agents, contractors, affiliates and representatives of any claim arising from or in connection with teaching yoga or a violation of the Terms.
15. CONSENT TO USE DATA
16. You agree that we may, in accordance with our Privacy Policy, collect and use your personal information.
17. In addition to any consent you may give pursuant to the Privacy Policy, you hereby consent to us sharing your information with our affiliates or other third party service providers.
18. We may use information and data pertaining to your use of the Services for provision of the Services, analytics, trend identification, and purposes of statistics to further enhance the effectiveness and efficiency of the Services.
19. Subject to applicable laws, we may be directed by law enforcement agencies or the government and related bodies to disclose data in relation to you in connection with criminal proceedings. You understand and agree that in such instances, Gaze shall have the right to share such data with relevant agencies or bodies.
20. INDEMNITY
21. You shall indemnify, defend at our option, and hold us, our subsidiaries, affiliates, and our officers, employees, directors, agents, and representatives, harmless from and against any claim, demand, lawsuits, judicial proceeding, losses, liabilities, damages and costs (including, without limitation, all damages, liabilities, settlements, and attorneys’ fees) due to or arising out of your access to the Services, use of the Services, violation of these Terms, or any violation of these Terms by any third party who may use your Profile to access the Services through the Platform.
22. LIMITATION OF LIABILITY
23. In no event shall we, our officers, directors and employees, or our contractors, agents, licensors, partners, or suppliers be liable to you for any direct, special, indirect, incidental, consequential, punitive, reliance, or exemplary damages (including without limitation loss of business opportunities, lost revenues, or loss of anticipated profits or any other pecuniary or non-pecuniary loss or damage of any nature whatsoever, including but not limited to abuse or breach of data), even if we or an authorised representative have been advised of the possibility of such damages, arising out of or relating to (a) these Terms, (b) the Services, (c) your use or inability to use the Services, or (d) any other interactions with another user of the Services.
24. TERMINATION
25. You agree that Gaze may, in our sole discretion, suspend or terminate your use of the Platform without assigning any reason or for any reason, including, without limitation, if we believe that you have violated or acted inconsistently with the letter or spirit of these Terms. We may also at our sole discretion and at any time discontinue the provision of the Platform, or any part thereof, with or without notice. You agree that we will not be liable to you or any third party for termination of your access to the Website.
26. Upon termination, these Terms shall terminate, except for those clauses that are intended to survive expiry or termination.
27. NO WAIVER AND SEVERABILITY
28. You agree that no action of ours, other than an express written waiver or amendment, may be interpreted as a waiver or amendment of any of these Terms. In the event any clause of these Terms is found to be unenforceable, then whenever possible, this will not affect any other clause, and each will remain in full force and effect.
29. GOVERNING LAW AND DISPUTE RESOLUTION
30. All matters relating to the Platform or these Terms, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the courts of Singapore without giving effect to any choice or conflict of law provision or rule.
31. Any controversies, conflicts, disputes, or differences arising out of these Terms shall be resolved by arbitration in accordance with the JAMS International Arbitration Rules and Procedures for the time being in force, which is deemed to be incorporated by reference in this clause. The seat of arbitration would be Singapore and the language of the arbitration shall be English. The tribunal shall consist of 1 (one) arbitrator appointed by us. The parties to the arbitration shall keep the arbitration confidential and not disclose to any person, other than on a need to know basis or to legal advisors, unless required to do so by law. The decision of the arbitrator shall be final and binding on all the parties hereto. Each party to the arbitration shall bear its own costs with respect to any dispute.
32. GRIEVANCE REDRESSAL
33. You may contact our designated Grievance Redressal Officer with any complaints or queries relating to the Services or these Terms through registered post or through email, details of which are provided below:

Name: Sadhna Upadhya

Email Address:sadhna.upadhya@shunyaapp.com

Address: 884, Tampines Street, 83, Unit 02-69, Singapore 520884

1. We shall ensure that your complaint is resolved within timelines prescribed by applicable laws. 
2. MISCELLANEOUS PROVISIONS
3. Changes to Terms: The Terms are subject to revisions at any time, as determined by us, and all changes are effective immediately upon being posted on the Platform. It is your responsibility to review these Terms periodically for any updates or changes. You will be deemed to have accepted the changes made to these Terms if you continue to use the Platform once it has been posted.
4. Severability: If any provision of these Terms is determined by any court or other competent authority to be unlawful or unenforceable, the other provisions of these Terms will continue in effect. If any unlawful or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the clause, in which case the entirety of the relevant provision will be deemed to be deleted).
5. Assignment: You shall not license, sell, transfer, or assign your rights, obligations, or covenants under these Terms in any manner without our prior written consent. We may grant or withhold this consent at our sole discretion and subject to any conditions we deem appropriate. We may assign our rights to any of our affiliates, subsidiaries, or parent companies, any successor in the interest of any business associated with the Services, or any third party without any prior notice to you.
6. Notices: All notices, requests, demands, and determinations for us under these Terms (other than routine operational communications) shall be sent to upadhya@shunyaapp.com.
7. Third Party Rights: No third party shall have any rights to enforce any terms contained herein.
8. Force Majeure: We shall have no liability to you if we are prevented from or delayed in performing our obligations or from carrying on our business by acts, events, omissions, or accidents beyond our reasonable control, including, without limitation, strikes, failure of a utility service or telecommunications network, act of God, war, riot, civil commotion, malicious damage, epidemic, pandemic or compliance with any law or governmental order, rule, regulation, or direction.
9. Modification: We reserve the right at any time to add, modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without cause. We shall not be liable for any such addition, modification, suspension, or discontinuation of the Services.