Terms of Service

URBAN MASTERCLASS VOF, KVK 70675171 Last update: 19 May, 2020 INTRODUCTION If you have any questions about these Terms of Service, please contact us, alternatively, you can also visit our knowledgebase. This Urban Masterclass Terms of Service Agreement (“Agreement”) is a binding legal contract between you and Urban Masterclass, VOF. (“Urban Masterclass,” “we,” “us,” or “our”), regarding your use of Urban Masterclass’s Site located at heate.co on all platforms (the “Site”). Carefully read this Agreement and the Privacy Policy before using this Site. By using this Site, you agree to the terms and conditions of this Agreement and the Privacy Policy. If you do not agree to any of these terms, please do not use the Site. DEFINITIONS The following terms are used regularly throughout these Terms of Service and have a particular meaning:
  1. KVK means Dutch Chamber of Commerce.
  2. Account means a registered account within the Platform.
  3. Agreement means the agreement formed between the Customer and the Company under, and on the terms of, these Terms of Service.
  4. Assessment means any exercise, quiz or other task to be completed by the Customer that’s included in a Masterclass.
  5. Business Day means a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in The Netherlands.
  6. Coach means a person who assists with the delivery of any Masterclass to the Customer on behalf of the Company.
  7. Company means Urban Masterclass VOF, KVK 70675171.
  8. Confidential Information has the meaning given to it in clause 10.
  9. Product or Serviceany Product or Service that can be purchased on the Site or Platform.
  10. Masterclass means any learning program/course (Product or Service) provided by the Company to the Customer.
  11. Payment means the Fee charged by the Company to access any Product or Service, as published by the Company from time-to-time.
  12. Masterclass Materials means all content and materials relating to any Masterclass provided to the Customer via the Platform and/or Private Communities.
  13. Customer means any registered user of the Platform that holds an Account.
  14. Customer Content means images, information, documents or other data that is uploaded or input into the Platform and/or Private Communities by the Customer or that forms part of the Customer’s Intellectual Property.
  15. Checkout means the online form to be completed by the Customer to access any Product or Service.
  16. Private Communities means the Company’s private communities, including:
    1. Zero to Radio Ready, a Facebook Group that’s accessible to Customers that are in the Zero to Radio Ready Masterclass; and
    2. The Constant Conversion Strategy, a Discord Server that’s accessible to certain Customers that are in the Constant Conversion Strategy Masterclass.
  17. GDPR means the EU General Data Protection Regulation.
  18. EU VAT The European Union value added tax (or EU VAT) is a value added tax on goods and services within the European Union (EU)
  19. Intellectual Property means all copyright, patents, inventions, trade secrets, know-how, product formulations, designs, circuit layouts, databases, registered or unregistered trademarks, brand names, business names, domain names and other forms of intellectual property.
  20. Platform means the digital platform for the provision of any Masterclass accessible by the Customer.
  21. Privacy Policy means the Company’s privacy policy as updated from time-to-time, which can be found at the Site.
  22. Site means the website found at https://heate.co/, or such other URL used by the Company from time-to-time.
  23. Terms of Service means the terms and conditions of purchasing any Product or Service, as updated from time-to-time, which can be found at the Site.
  24. Affiliate is someone who receives commission (if products are purchased) for bringing a visitor to the Site.
  1. Purchases
    1. General
      1. To get access to a Product or Service, the Customer must purchase and have set up an Account.
      2. The Customer is responsible for ensuring that they have all necessary equipment and software to access the Platform, Product and/or Service.
      3. The Customer agrees that using any Products, the Platform and Private Communities is subject to these Terms of Service, and any other company policies made available to the Customer.
      4. The Company may suspend an Account or restrict the access of any Customer that breaches these Terms of Service.
      5. Customers under the age of 18 must not purchase any Products without their parent or legal guardian’s consent.
      6. Upon request, The Company will provide a Masterclass certificate and badge upon successful completion of any Masterclass.
    2. Account & Checkout
      1. The Customer must complete the Checkout process in order to set up an Account, which may require the provision of supporting documentation.
      2. The Customer must complete the Checkout process completely and accurately and ensure that all information provided is kept accurate and up-to-date.
      3. Upon the Customer successfully completing the Checkout and Payment is completed (unless on a Payment plan as agreed with the Company), the Company will provide the Customer with their unique login details to access their Account.
    3. Platform Features
      1. The Platform allows the Customer to (without limitation):
        1. Access to Products or Services
        2. Participate in a Masterclass;
        3. Access Masterclass Materials;
        4. Upload Customer Content;
        5. Complete Assessments;
        6. Such other features as the Company may make available from time-to-time.
    1. The Customer must not copy, reproduce, vary, distribute or otherwise exploit any Products without the Company’s express prior written consent, or permit any third party to do so.
    2. The Customer must not record, reproduce, vary, distribute or otherwise exploit any Service without the Company’s express prior written consent, or permit any third party to do so.
    3. The Company may add, vary and/or remove any Products or Services as its complete discretion without prior notice.
    4. The Customer will have unlimited access to the Products via the Platform, subject to:
      1. Termination of the Agreement; and/or
      2. Any interruptions as per clause 5.
    5. The Customer must not allow access to their Account and any Products by any third party. The Customer is solely responsible for the security of its username and password for access to the Platform and shall notify the Company as soon as it becomes aware of any unauthorised access of its Account.
    6. For clarity, any Products or Services are for the benefit of the Customer only and shall not be distributed to unrelated third parties without the Company’s prior consent.
    7. The Customer must not plagiarise any Products or Services. Plagiarism is not tolerated by the Company and where so committed, may result in the suspension or termination of the Customer’s Account and/or access to the Private Communities at the Company’s discretion.
    1. The Customer acknowledges and agrees that:
      1. The Customer may create Customer Content, but that by doing so the Customer shall not acquire an interest to any Intellectual Property owned by the Company, which may exist in the Platform or Private Communities.
      2. The Customer must conduct themselves and interact with the Company, Coaches and other Customers in a respectful and professional manner, and not in a rude, offensive, bullying and/or harassing manner.
      3. The Customer indemnifies the Company for any Customer Content that is illegal, offensive, indecent or objectionable.
      4. The Company may suspend accessibility to, remove or edit Customer Content that the Company determines is illegal, offensive, indecent or objectionable in its sole discretion.
      5. To the extent permitted by law, under no circumstances will the Company be liable in any way for Customer Content.
      6. The Customer warrants that it has all necessary Intellectual Property Rights to use Customer Content and shall indemnify the Company for any infringement the Customer commits of third-party Intellectual Property Rights by using Customer Content.
    1. Fees
      1. If the Customer is under the age of 18, the Customer’s parent or guardian will be responsible for any Payments made on the Platform.
      2. The Company reserves the right to introduce or change any Pricing from time-to-time. Any new or changed Pricing will not apply for any Customer that has already purchased the Product or Service. The Company shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of a Product or Service.
    2. Purchase
      1. The Customer must complete Payment (unless on a Payment plan as agreed with the Company) in order to access any Products.
      2. The Company provides the following Payment options for the Customer:
        1. Upfront Payment in full; and
        2. Payment plan, if available on the Checkout page.
      3. The Customer may make upfront Payment by providing credit card details or electronic bank transfer to the Company’s bank account.
    3. Payment Plan
      1. Where the Customer elects the Payment plan option, then the Customer must provide credit card or PayPal details and authorise the Company to direct debit their account on a monthly basis until the Product or Service is paid in full.
      2. The Customer authorises the Company to charge their credit or debit card (or debit their bank account, as relevant) for any outstanding Products or Services in the event that:
        1. The Customer does not honour the terms of the Payment plan (including failure to make one or more Payments); or
        2. The Customer purports to cancel the Payment plan prior to full Payment of the outstanding Payments.
      3. For clarity, the Customer shall remain liable to the Company for full Payment for any Products or Services in accordance with the Payment terms agreed between the Customer and the Company, regardless of whether the Customer uses the Product or Service,.
    4. Private Communities
      1. There may be additional Payments required for accessing the Private Communities.
      2. The Customer acknowledges and agrees that some Private Communities shall be charged monthly in advance and the Company shall be authorised to charge the Customer’s credit card accordingly, subject to (d)
      3. The Customer may opt out and cease Payments of any Private Communities at any time by providing written notice to the Company, in which case access to Private Community shall cease at the end of the Customer’s current billing cycle.
    5. Refunds We offer a 30-day money back guarantee, unless otherwise agreed by the Company in its sole discretion. If a refund is processed, you will lose access to all materials related to the Product or Service and we reserve the right to reject your ability to purchase any Product or Service in the future. Please read our full refund policy here: https://heate.co/refunds/
    6. Currency All Fees are quoted in US dollars, however transactions may be processed in an equivalent foreign currency (such as Euros) depending on the Customer’s location.
    7. EU VAT EU VAT is applicable to any Payments charged by the Company to the Customer in Europe. Unless expressed otherwise, all Payments shall be deemed inclusive of EU VAT. Upon request, The Company will provide the Customer with a Tax Invoice for any Payments.
    1. Licence
      1. By accepting these Terms of Service, the Customer is granted a limited, non-exclusive and revocable licence to access and use the Platform, in accordance with these Terms of Service.
      2. The Company may issue the licence to the Customer on the further terms or limitations as it sees fit.
      3. The Company may revoke or suspend the Customer’s licence in its absolute discretion for any reason that it sees fit, including for breach of the terms and conditions in these Terms of Service by the Customer.
    2. Modification of Terms
      1. The terms of these Terms of Service may be updated by the Company from time-to-time.
      2. The Company may at any time amend these Terms of Service. Such amendments are effective immediately upon notice to you by the Company posting the new Terms of Service on this Site. Any use of the Site or Service by you after being notified means you accept these amendments. The Company will post the most recent versions to the Site and list the effective dates on the pages of our Terms of Service.
    3. Improvements
      1. The Customer agrees and accepts that the Platform is:
        1. Hosted by the Company and shall only be installed, accessed and maintained by the Company, accessed using the internet or other connection to the servers operated by the Company and is not available ‘locally’ from the Customer’s systems; and
        2. Managed and supported by the Company from the servers operated by the Company and that no ‘back-end’ access to the Platform is available to the Customer unless expressly agreed in writing.
      2. As a hosted and managed service, the Company reserves the right to upgrade, maintain, tune, backup, amend, add or remove features, redesign, improve or otherwise alter the Platform.
    4. Support
      1. The Company provide online support for the Customer, including written guides and in-built live chat within the Platform.
      2. The Customer should notify the Company of any difficulties or problems they may experience with the Platform, Private Communities, Products, and/or Services.
      3. The Company shall endeavour to respond to all support requests within 3 Business Days.
    5. Use & Availability
      1. The Customer agrees that it shall only use the Platform and Private Communities for legal purposes and shall not use it to engage in any conduct that is unlawful, immoral, threatening, abusive or in a way that is deemed unreasonable by the Company in its discretion.
      2. The Customer agrees that the Company shall provide uninterrupted access to the Platform and Private Communities to the best of its abilities, however:
        1. Access to the Platform and/or Private Communities may be prevented by issues outside of its control; and
        2. It accepts no responsibility for ongoing access to the Platform and/or Private Communities.
    6. Privacy
      1. The Company maintains the Privacy Policy in compliance with the provisions of the GDPR for personal data that it collects about its Customers.
      2. The Privacy Policy does not apply to how the Customer handles personal information.
      3. The Platform may use cookies (a small electronic tracking code) to improve a Customer’s experience while browsing, while also sending browsing information back to the Company. The Customer may manage how it handles cookies in its own browser settings.
    7. Intellectual Property
      1. Trade marks. The Company has moral and registered rights in its trade marks and the Customer shall not copy, alter, use or otherwise deal in the marks without the prior written consent of the Company.
      2. Proprietary Information. The Company may use software and other proprietary systems and Intellectual Property for which the Company has appropriate authority to use, and the Customer agrees that such is protected by copyright, trademarks, patents, proprietary rights and other laws, both domestically and internationally.  The Customer warrants that it shall not infringe on any third-party rights through the use of the Platform.
      3. The Platform. The Customer agrees and accepts that the Platform is the Intellectual Property of the Company and the Customer further warrants that by using the Platform the Customer will not:
        1. Copy the Platform, Products or Services for the Customer’s own commercial purposes; and
        2. Directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, architecture, algorithms contained in the Platform or any documentation associated with it.We reserve the right to immediately remove you from any Product or Service, without refund, if you are caught violating this intellectual property policy.
      4. Content. All content (excluding Customer Content) submitted to the Company, whether via the Platform or directly by other means, becomes and remains the Intellectual Property of the Company, including (without limitation) any analytics, insights, ideas, enhancements, feature requests, suggestions or other information provided by the Customer with respect to any Products or Services.
    8. Third Party Dependencies The Customer agrees and acknowledges that the Platform and Private Communities has third party dependencies which may affect its availability, including (without limitation) internet service providers and hosting services, and that the Company has no means of controlling the availability of such dependencies and shall not be liable for any interruptions to such.
    9. Confidentiality
      1. For the purposes of this Agreement, Confidential Information means any written or verbal information that:
        1. Any information expressed as confidential under this Agreement;
        2. A party informs the other party that it considers it confidential and/or proprietary;
        3. A party would reasonably consider to be confidential in the circumstances; and
        4. Is personal information within the meaning of the GDPR.but does not include information that a party can establish:
        1. Was in the public domain at the time it was given to that party;
        2. Became part of the public domain, without that party’s involvement in any way, after being given to the party;
        3. Was in party’s possession when it was given to the party, without having been acquired (directly or indirectly) from the disclosing party; or
        4. Was received from another person who had the unrestricted legal right to disclose that information free from any confidentiality obligation.
      2. The Company agrees to keep all Customer Content in the strictest confidence, and to the extent Customer Content is accessed and/or received by the Company it shall be deemed as Confidential Information for the purposes of these Terms of Service.
      3. Each party acknowledges and agrees that:
        1. the Confidential Information is secret, confidential and valuable to the disclosing party (Discloser);
        2. it owes an obligation of confidence to the Discloser concerning the Confidential Information;
        3. it must not disclose the Confidential Information to a third party except as permitted in these Terms of Service;
        4. all Intellectual Property rights remain vested in the Discloser, but disclosure of Confidential Information does not in any way transfer or assign any rights or interests in the Intellectual Property to the receiving party; and
        5. any breach or threatened breach by the receiving party of an obligation under these Terms of Service may cause the Discloser immediate and irreparable harm for which damages alone may not be an adequate remedy. Consequently, the Discloser has the right, in addition to other remedies available at law or in equity, to seek injunctive relief against the receiving party (and its agents, assigns, employees, officers and directors, personally) or to compel specific performance of this clause.
      4. A party must notify the Discloser in writing, giving full details known to it immediately, when it becomes aware of:
        1. any actual, suspected, likely or threatened breach by it of any obligations it has in relation to the Confidential Information.
        2. any actual, suspected, likely or threatened breach by any person of any obligation in relation to the Confidential Information; or
        3. any actual, suspected, likely or threatened theft, loss, damage, or unauthorized access, use or disclosure of or to any Confidential Information.
      5. The receiving party must promptly take all steps that the Discloser may reasonably require and must co-operate with any investigation, litigation or other action of the Discloser or of a related body corporate if there is:
        1. any actual, suspected, likely or threatened breach of a term of these Terms of Service; or
        2. any theft, loss, damage or unauthorized access, use or disclosure of or to any Confidential Information that is or was in its possession or control.
    10. Liability & Indemnity
      1. The Customer agrees that it uses the Platform, Private Communities, Products and Services at its own risk.
      2. The Customer acknowledges that the Company is not responsible for the conduct or activities of any Customer and that the Company is not liable for such under any circumstances.
      3. The Customer agrees to indemnify the Company for any loss, damage, cost or expense that the Company may suffer or incur as a result of or in connection with the Customer’s use of or conduct in connection with the Platform, Private Communities, Products or Services, including any breach by the Customer of these Terms of Service.
      4. The Company make no representations, warranties or guarantees, whether express or implied, that the Customer will achieve particular results from the Products or Services.
      5. In no circumstances will the Company be liable for any direct, incidental, consequential or indirect damages, damage to property, loss of property, loss or corruption of data, loss of profits, goodwill, bargain or opportunity, loss of anticipated savings or any other similar or analogous loss resulting from the Customer’s access to, or use of, or inability to use the Platform, Private Communities, Products or Services, whether based on warranty, contract, tort, negligence, in equity or any other legal theory, and whether or not the Company knew or should have known of the possibility of such damage, or business interruption of any type, whether in tort, contract or otherwise.
    11. Suspension and Termination
      1. The Company may, without penalty or liability to the Customer, suspend the Customer’s access to the Platform, Private Communities, Products and/or Services if it has reasonable grounds to believe that the Customer is in breach of these Terms of Service, until such time as the matter is appropriately determined.
      2. The Customer may terminate immediately by giving the Company written notice, which will also be deemed to be given when the Customer cancels its Account.
      3. The Company may terminate this Agreement if the Customer is in breach of these Terms and:
        1. That breach is not capable of remedy;
        2. The breach is material, wilful, reckless or repetitious;
        3. The breach compromises the Intellectual Property Rights of the Company; and/or
        4. The breach can be remedied but is not remedied within 10 Business Days of being given notice of that breach by the Company.
      4. Termination is without prejudice to and does not affect the accrued rights or remedies of any of the parties arising in any way out of this agreement up to the date of expiry or termination, in particular the Customer’s obligation to pay Fees.
    12. Affiliate Program
      1. Payments
        1. For a sale to generate a commission to an Affiliate, the customer must complete the order form and remit full payment for the product. Commissions will only be paid on sales that are made when the customer clicks through qualified, correctly structured Affiliate links. Properly coded links are the sole responsibility of the affiliate. Commissions can be viewed on the Affiliate Dashboard. If the Affiliate is on a one-time payment option, they will receive a commission for each new signup. If the Affiliate is on a recurring payment schedule, they will continue to accumulate commissions for each paid transaction by the customer for as long as the customer remains a paying customer. For Affiliates participating in the recurring program, commissions will also accumulate for plan upgrades and adding users.
      2. Payments
        1. An Affiliate can request a payment when their balance reaches a minimum balance of $25 USD. Payments can be requested every 30 days. Payment processing can take up to 30 days from the request date. Payments will generally be paid out via PayPal.
      3. Refunds
        1. In the event a customer requests a refund for a transaction for which the Affiliate has earned commissions, any commissions earned on the refund amount will be deducted from the Affiliate’s balance.
      4. Usage and Obligations
        1. The Affiliate is permitted to use the Urban Masterclass brand and marketing resources available in the Affiliate section of the Urban Masterclass application. Logos and other assets cannot be modified. The Affiliate does not gain any trademark, copyright or any other rights to these materials.
        2. The Affiliate will never imply that they are acting on behalf of Urban Masterclass and will never advertise Urban Masterclass products directly. The Affiliate will never bid for advertisements that compete with Urban Masterclass.
        3. The Affiliate will never represent themselves, Urban Masterclass or their relationship with Urban Masterclass in a false or misleading way.
        4. The Affiliate will not engage in the distribution of an unsolicited bulk email (spam) mentioning or referencing Urban Masterclass.
      5. Term and Termination
        1. Either party has the right to terminate the agreement immediately without prior notice.
        2. If the Affiliate terminates the agreement, no further commissions from Urban Masterclass will be paid for any past or future customer transactions.
        3. If Urban Masterclass chooses to terminate the agreement, any balance greater than $25 USD will be paid to the affiliate within 60 days of termination. Balances that are smaller than $25 will be forfeited.
        4. If the Affiliate is on a recurring program, Urban Masterclass will not be obligated for any future payments after termination.
    13. Dispute Resolution
      1. If any dispute arises between the parties in connection with these Terms of Service (Dispute), then either party may notify the other of the Dispute with a notice (Dispute Notice) which:
        1. Includes or is accompanied by full and detailed particulars of the Dispute; and
        2. Is delivered within 10 Business Days of the circumstances giving rise to the Dispute first occurring.
      2. Within 10 Business Days after a Dispute Notice is given, a representative of each party with the authority to resolve the dispute, must meet (virtually or otherwise) and seek to resolve the Dispute.
      3. Subject to clause (d), a party must not bring formal proceedings in respect of any Dispute unless it first complies with the requirements of the dispute resolution mechanism outlined in this clause.
      4. Nothing in this clause prevents either party from instituting court proceedings to seek urgent injunctive, interlocutory or declaratory relief in respect of a Dispute.
      5. Despite the existence of a Dispute, the parties must continue to perform their respective obligations under this document and any related agreements.
    14. Electronic Communication, Amendment & Assignment
      1. The words in this clause that are defined in the Electronic Transactions Act 1999 (Cth) have the same meaning.
      2. The Customer can direct notices, enquiries, complaints and so forth to the Company as set out in these Terms of Service.
      3. The Company will send the Customer notices and other correspondence via the Platform, to the details that the Customer submits to the Company, or that the Customer notifies the Company of from time-to-time. It is the Customer’s responsibility to update its contact details as they change.
      4. A consent, notice or communication under these Terms of Service is effective if it is sent as an electronic communication unless required to be physically delivered under law.
      5. Notices must be sent to the parties’ most recent known contact details.
      6. The Customer may not assign or otherwise create an interest in these Terms of Service.
      7. The Company may assign or otherwise create an interest in its rights under these Terms of Service by giving written notice to the Customer.
    15. General
      1. Disclaimer. Each party acknowledges that it has not relied on any representation, warranty or statement made by any other party, other than as set out in these Terms of Service.
      2. Relationship. The relationship of the parties to these Terms of Service does not form a joint venture or partnership.
      3. Waiver. No clause of these Terms of Service will be deemed waived and no breach excused unless such waiver or consent is provided in writing.
      4. Further Assurances. Each party must do anything necessary (including executing agreements and documents) to give full effect to these Terms of Service.
      5. Governing Law. This Agreement is governed by the laws of Tne Hague, The Netherlands.  Each of the parties hereby submits to the non-exclusive jurisdiction of courts with jurisdiction there.
      6. Severability. Any clause of these Terms of Service, which is invalid or unenforceable, is ineffective to the extent of the invalidity or unenforceability without affecting the remaining clauses of these Terms of Service.
      7. Interpretation. The following rules apply unless the context requires otherwise:
        1. Headings are only for convenience and do not affect interpretation.
        2. The singular includes the plural and the opposite also applies.
        3. If a word or phrase is defined, any other grammatical form of that word or phrase has a corresponding meaning.
        4. A reference to a clause refers to clauses in these Terms of Service.
        5. A reference to legislation is to that legislation as amended, re‑enacted or replaced, and includes any subordinate legislation issued under it.
        6. Mentioning anything after includes, including, or similar expressions, does not limit anything else that might be included.
        7. A reference to a party to these Terms of Service or another agreement or document includes that party’s successors and permitted substitutes and assigns (and, where applicable, the party’s legal personal representatives).
        8. A reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them.
        9. A reference to information is to information of any kind in any form or medium, whether formal or informal, written or unwritten, for example, computer software or programs, concepts, data, drawings, ideas, knowledge, procedures, source codes or object codes, technology or trade secrets.