PLEASE READ THESE TERMS OF USE AND CAREFULLY AS THEY CONTAIN IMPORTANT
INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE
INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, AND A CLAUSE THAT GOVERNS THE
JURISDICTION AND VENUE OF DISPUTES.
Welcome to Zipclass, a service owned and operated by Irish Studio, LLC, a New York limited
liability company (“Zipclass”, “we”, “us”, or “our”). Through our website located at
www.Zipclasslive.com (the “Site”), Zipclass provides a platform that allows individuals to
schedule, market, teach and get payment all from a single tool (collectively, the “Service”).
These Terms of Service (the “Terms”) set forth the legally binding terms and conditions
applicable to all users, registered or otherwise, of the Site and of the Service (collectively,
“users”, “visitors” or “you”).

Acceptance of Terms

By registering and/or using the Service in any manner, including but not limited to visiting or
browsing the Site, you agree to comply with and be legally bound by all of the terms and
conditions contained in these Terms. If you do not agree with any or all of the provisions set
forth in these Terms, you are not authorized to use or otherwise obtain information from the
Site or Service. The Terms incorporate our Privacy Policy by reference, which contains
information and notices concerning Zipclass’s collection and use of your personal and non-
personal information and data. Please carefully read these Terms, and our Privacy Policy
located here, before using the Service. In addition, some services offered through the Service
may be subject to additional terms and conditions specified by Zipclass from time to time,
and your use of such services is subject to those additional terms and conditions, which are
incorporated into these Terms by this reference. Failure to use the Service in accordance
with these Terms may subject you to civil and criminal penalties.
You represent and warrant that if you are an individual, you are at least 18 years of age, or
that if you are registering on behalf of a company or other legal entity, you are authorized to
enter into, and bind such entity to, these Terms and register for the Service, and, in such
event, “you” and “your” will refer and apply to such company or other legal entity. We may,
in our sole discretion, refuse to offer the Service to any person or entity and change its
eligibility criteria at any time. You are solely responsible for ensuring that these Terms are in

compliance with all laws, rules and regulations applicable to you and the right to access the
Service is revoked where these Terms or use of the Service is prohibited and, in such
circumstances, you agree not to use or access the Site or Service in any way.

Changes to Terms

We may amend, update or change these Terms from time to time. If we make changes to
the Terms, we will post the revised Terms here. If we make material changes to the Terms,
we will notify you by an e-mail sent to the address specified in your Zipclass Account
(defined below) and/or by means of a notice on the Site once the change has become
effective. You are encouraged to review the Terms from time to time in the event changes
have been made. Your continued use of the Site or Service indicates your assent to the
Terms as posted and you agree that we may change it at any time, effective immediately.

Key Terms

“Content” means any text, graphics, images, music, software, audio, video, information, or
other materials.
“Instructor” means a user who completes the registration process for an Instructor
Account (defined below).
“Instructor Content” means all Content that an Instructor Member posts, uploads,
publishes, submits, transmits, or otherwise makes available to the Site or Service.
“Student” means a user who completes the registration process for a student (defined
below).
“Student Content” means any and all Content that a Student Member posts, uploads,
publishes, submits, transmits, or otherwise makes available to the Site or Service.
“Zipclass Account” means a Instructor Account or Student Account, as defined below.
“Zipclass Content” means all Content that Zipclass makes available through the Site or
Service, including any Content licensed from third parties, but excluding Instructor Content
and Student Content .

Zipclass Accounts

In order to access certain features of the Site, you must register as an Instructor and create
an Instructor Account (the “Instructor Account”), or as a Student and create a Student
Account (the “Student Account”). An Instructor Account and a Student Account are each
free accounts.
You may register to join the Service directly via the Site, or as described in this section. When
you register for an Instructor Account or Student Account, we will set up a Zipclass Account
profile page (“Zipclass Profile”) for you, based upon the information you provide us, or what
we obtain via an SNS (defined below). This information can be edited by visiting the “View
Profile” section of the Site. Depending on your Zipclass Account settings and privacy settings,
which can be edited by visiting the “Settings” section of your Zipclass Account, any
information contained in your Zipclass Profile or made available by you through your
Zipclass Account may be publicly available via the Site, and, with your prior written
permission, on third party sites. When you register for a Zipclass Account, you represent,
warrant and covenant that: (a) all required registration information that you submit
(including but not limited to your name, electronic mail address, password, website, address,
and zip code) is accurate, truthful, and complete; (b) you will maintain the accuracy of such
information; and (c) your use of the Service does not violate any applicable laws. You may
not have more than one (1) active Instructor Account, or Student Account . For the
purposes of clarity, users will be permitted to have up to one of each type of Zipclass
Account active simultaneously. Zipclass reserves the right to suspend or terminate your
Zipclass Account and your access to the Site, Application and Services if you create more
than one (1) Instructor Account or Student Account , or if any information provided during
the registration process or thereafter proves to be inaccurate, not current or incomplete.
You are responsible for safeguarding your password. You agree that you will not disclose
your password to any third party and that you will take sole responsibility for any activities
or actions under your Zipclass Account, whether or not you have authorized such activities
or actions. You will immediately notify Zipclass of any unauthorized use of your Zipclass
Account.
You can also register to join the Service via an online account you may have with a third
party service provider (a “Third Party Account”). For example, you may register to join the
Site, and interact with the Service, through a Third Party Account with a Social Networking
Service (“SNS”). As part of the functionality of the Service, you may also link your Zipclass
Account with additional Third Party Accounts and SNS’s. In each instance, you may do so by
either: (i) providing your Third Party Account login information to Zipclass through the Site;
or (ii) allowing Zipclass to access your Third Party Account, as is permitted under the
applicable terms and conditions that govern your use of each Third Party Account. You
represent that you are entitled to disclose your Third Party Account login information to
Zipclass and/or grant Zipclass access to your Third Party Account (including, but not limited
to, for use for the purposes described herein), without breach by you of any of the terms and
conditions that govern your use of the applicable Third Party Account and without obligating
Zipclass to pay any fees or making Zipclass subject to any usage limitations imposed by such

third party service providers. By granting Zipclass access to any Third Party Accounts, you
understand that Zipclass will access, make available and store (if applicable) any information
that you have provided to and stored in your Third Party Account (“SNS Content”) so that it
is available on the Site, and through the Service, via your Zipclass Account and Zipclass
Profile. Unless otherwise specified in these Terms, all SNS Content, if any, will be considered
to be Instructor Content or Student Content for all purposes of these Terms. Depending on
the Third Party Accounts you choose and subject to the privacy settings that you have set in
such Third Party Accounts, and the privacy settings you have set in your Zipclass Profile,
personally identifiable information that you post to your Third Party Accounts will be
available on and through your Zipclass Account on the Site. Please note that if a Third Party
Account or associated service becomes unavailable or Zipclass’s access to such Third Party
Account is terminated by the third party service provider, then SNS Content will no longer be
available on the Site and through the Service. You have the ability to disable the connection
between your Zipclass Account and any Third Party Accounts linked to your Zipclass Account
after registration, at any time, by accessing the “My Account” section of the Site. In order to
disable the connection between your Zipclass Account and any SNS used for registration, you
must deactivate your account as per below. If a user signed in from a third party account, they
can unlink their Zipclass account from that third party social media account provider. PLEASE
NOTE THAT YOUR RELATIONSHIP WITH THE THIRD PARTY SERVICE PROVIDERS ASSOCIATED
WITH YOUR THIRD PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH
SUCH THIRD PARTY SERVICE PROVIDERS. Zipclass makes no effort to review any SNS Content
for any purpose, including but not limited to, for accuracy, legality or non-infringement, and
Zipclass is not responsible for any SNS Content.

Zipclass Account Termination and Removal of Content
We reserve the right to monitor and review your Zipclass Account and activity for
compliance with these Terms. We may, in our discretion and without liability to you, with or
without cause, with or without prior notice, and at any time: (a) terminate these Terms or
your access to our Site and Service, (b) remove any Instructor Content or Student Content,
and (c) suspend, terminate, deactivate, cancel, or refuse registration or access to your
Zipclass Account or any Zipclass Account at any time. You may deactivate your Zipclass
Account at any time by sending an email to support@Zipclass.com. Please note that if your
Zipclass Account is deactivated, we do not have an obligation to delete or return to you any
Instructor Content or Student Content you have posted to the Site or Service.

Term and Termination

These Terms commence on the date these Terms are accepted through your use of or
registration with the Site and will remain in full force and effect while you use the Site or
Service, unless earlier terminated in accordance with these Terms. Notwithstanding the

forgoing, if you used the Service prior to the date you accepted these Terms, you hereby
acknowledge and agree that these Terms commence on the date you first use the Service
(whichever is earlier and which may be prior to the Terms version date) and will remain in
full force and effect while you use the Service, unless earlier in accordance with these Terms.

Notices

You hereby consent to the use of electronic means to deliver any notices or other
communications permitted or required by these Terms. In addition, you hereby consent to
the use of electronic records to store information and data related to these Terms and your
use of the Site and Service. Any notices or other communications permitted or required
hereunder, including those regarding updates, amendments or modifications to these
Terms, will be in writing and given by Zipclass via email to the address in your Zipclass
Account or posted to the Site. For notices made by e-mail, the date of receipt will be
deemed the date on which such notice is transmitted. As part of providing you the Service,
we may need to provide you with certain communications, such as service announcements
and administrative messages. These communications are considered part of the Service and
your Zipclass Account, which you may not be able to opt-out of receiving.

Third-Party Information and Services

You may be able to access, review, display or use third party services, resources, content or
information (“Third Party Materials”) through the Service. Such Third Party Materials may
also include links to other websites, services or resources on the Internet, and other Third
Party Materials may also contain links to the Service. By way of an example and not as a
limitation, as part of the Service, Zipclass will permit you to access information, products and
services from businesses that are not owned or operated by Zipclass. In such instances,
Zipclass acts only as the link between you and such businesses. The purchase, payment,
warranty, guarantee, delivery, maintenance, and all other matters concerning any services,
products or information ordered or received from such businesses are covered by their
customer agreement and policies and solely between you and such businesses. Zipclass
makes no representations or warranties of any kind, express or implied, regarding any
services, products or information received from such third parties, and the fact that Zipclass
makes such services, products or information accessible through the Service should not be
construed as an endorsement of the business or the services, products and information they
provide.
Your ability to access or link to Third Party Materials or third party services (including, but
not limited to SNSs) does not imply any endorsement by Zipclass of Third Party Materials or
any such third party services. By using the Service to find and view material online, you are
directing the Service to present to you the Third Party Materials that you have selected.
When you access third party websites, you do so at your own risk and you acknowledge that

content displayed through any such website is the sole responsibility of the entity that
makes it available. Third Party Materials and websites are not under our control, and you
acknowledge that we are not responsible or liable for the content, functions, availability,
accuracy, legality, appropriateness or any other aspect of such websites or resources. The
inclusion of any such link does not imply endorsement by, or any association with, Zipclass.
You further acknowledge and agree that we shall not be responsible or liable, directly or
indirectly, for any damage or loss caused or alleged to be caused by or in connection with
the use of or reliance on any such information, goods or services available on or through any
such website or resource.

Instructor or Student Conduct:

You understand and agree that you are solely responsible for compliance with any and all
laws, rules, regulations, and tax obligations that may apply to your use of the Site and
Service, and any Content made available therein. In connection with your use of our Service,
you promise not to use the Service for any purpose that is prohibited by these Terms. You
are responsible for all of your activity in connection with the Service. Additionally, you shall
abide by all applicable local, state, national and international laws and regulations and, if you
represent a business, any advertising, marketing, privacy, or other self-regulatory codes
applicable to your industry.
By way of example, and not as a limitation, you shall not (and shall not permit any third
party) to either take any action or to upload, download, post, submit or otherwise distribute
or facilitate distribution of any Content on or through the Site or Service that:
● infringes any patent, trademark, trade secret, copyright, right of publicity or other right of
any other person or entity or violates any law or contractual duty;
● you know is false, misleading, untruthful or inaccurate;
● is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent,
invasive of another’s privacy, tortious, obscene, vulgar, pornographic, offensive, profane,
contains or depicts nudity, contains or depicts sexual activity, promotes bigotry,
discrimination or violence, or is otherwise inappropriate as determined by us in our sole
discretion;
● constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (“spamming”);
● contains software viruses or any other computer codes, files, worms, logic bombs or
programs that are designed or intended to disrupt, disable, damage, limit or interfere
with the proper function of any software, hardware, or telecommunications equipment or
to damage or obtain unauthorized access to any system, data, password or other
information of ours or any third party;
● impersonates any person or entity, including any employee or representative of ours;
● includes anyone’s identification documents or sensitive financial information; and/or

● breaches the Privacy Policy, and/or any of the other policies and rules incorporated
herein.
You shall not, directly or indirectly:
● take any action that imposes or may impose (as determined by us in our sole discretion)
an unreasonable or disproportionately large load on our (or its third party providers’)
infrastructure;
● interfere or attempt to interfere with the proper working of the Service or any activities
conducted on the Service;
● bypass any measures we may use to prevent or restrict access to the Service (or other
accounts, computer systems or networks connected to the Service);
● run any form of auto-responder or “spam” on the Service;
● use manual or automated software, devices, or other processes to “crawl” or “spider” any
page of the Site;
● harvest or scrape any Content from the Site or Service;
● modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or
adaptations of, publicly display, republish, repurpose, sell, trade, or in any way exploit the
Site, Service, Collective Content, or Third Party Materials, except as expressly authorized
by us;
● decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any
source code or underlying ideas or algorithms of any part of the Site or Service (including
without limitation any application or widget), except to the limited extent applicable laws
specifically prohibit such restriction;
● copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive
hereunder;
● otherwise take any action in violation of our guidelines and policies.
Zipclass relies on, in part, Instructor Content, Student Content and Third Party Materials. As
such, we do not guarantee that any Instructor Content, Student Content, or Third Party
Materials will be made available through the Service. We have no obligation to monitor, nor
make any claim of accuracy with regards to the Site, Service, or any Content provided
therein.
Zipclass will have the right to investigate and prosecute violations of any of the above to the
fullest extent of the law. Zipclass may involve and cooperate with law enforcement
authorities in prosecuting users who violate these Terms. You acknowledge that Zipclass has
no obligation to monitor your access to or use of the Site, Service or Content or to review or
edit any Instructor Content, or Student Content, but has the right to do so for the purpose of
operating the Site and Service, to ensure your compliance with these Terms, or to comply
with applicable law or the order or requirement of a court, administrative agency or other

governmental regulations. Zipclass reserves the right, at any time and without prior notice,
to remove or disable access to any Collective Content that Zipclass, at its sole discretion,
considers to be objectionable for any reason, in violation of these Terms or otherwise
harmful to the Site or Service.

Ownership and Proprietary Rights Notices

The Site, Service, and Zipclass Content are protected by copyright, trademark, and other laws
of the United States and foreign countries. You acknowledge and agree that the Site, Service
and Zipclass Content, including all associated intellectual property rights, are the exclusive
property of Zipclass and its licensors. You will not remove, alter or obscure any copyright,
trademark, service mark or other proprietary rights notices incorporated in or accompanying
the Site, Service, or Zipclass Content.
All trademarks, service marks, logos, trade names and any other proprietary designations of
Zipclass used herein are trademarks, or prospective trademarks of Zipclass. Any other
trademarks, service marks, logos, trade names and any other proprietary designations are
the trademarks or registered trademarks of their respective parties.

Zipclass Content

Subject to your compliance with the terms and conditions of these Terms, Zipclass grants
you a limited, revocable, non-exclusive, non-transferable license, to (i) access and view any
Zipclass Content solely for your personal and non-commercial purposes and (ii) access and
view any Instructor or Student Content to which you are permitted access, solely for your
personal and non-commercial purposes. You have no right to sublicense the license rights
granted in this section.
The Service contains Content specifically provided by Zipclass or our partners, and such
Content is protected by copyrights, trademarks, service marks, patents, trade secrets or
other proprietary rights and laws, as applicable. You shall abide by and maintain all copyright
notices, information, and restrictions contained in any Content accessed through the Site or
Service. You shall not sell, license, rent or otherwise use or exploit any Zipclass Content for
commercial (whether or not for profit) use or in any way that violates any third party right.

Software in the Site and Service

In some instances, when the Service requires or includes downloadable software, this
software may update automatically on your computer or mobile device once a new version
or feature is available.

Zipclass grants you a personal, worldwide, royalty-free, non-assignable and non-exclusive
license to use the software that Zipclass gives you as part of the Service. The sole purpose of
this license is to enable you to use the Service as we have provided it to you and in the
manner permitted by these Terms and all applicable laws. You may not copy, modify,
distribute, sell, or lease any part of our Service or accompanying software, nor may you
reverse engineer or attempt to extract the source code of that software, unless laws prohibit
those restrictions or you have our written permission.

Content on the Services

All Content, whether publicly posted or privately transmitted, is the sole responsibility of the
user who originated such Content. We may not monitor or control the Content posted via
the Service and we cannot take responsibility for such Content. Any use or reliance on any
Content or materials posted via the Services or obtained by you through the Services is at
your own risk.
We do not endorse, support, represent or guarantee the completeness, truthfulness,
accuracy, or reliability of any Content or communications posted via the Services or endorse
any opinions expressed via the Services. You understand that by using the Services, you may
be exposed to Content that might be offensive, harmful, inaccurate or otherwise
inappropriate, or in some cases, postings that have been mislabeled or are otherwise
deceptive. Under no circumstances will Zipclass be liable in any way for any Content,
including, but not limited to, any errors or omissions in any Content, or any loss or damage
of any kind incurred as a result of the use of any Content posted, emailed, transmitted or
otherwise made available via the Services or broadcast elsewhere.
You retain your rights to any Content you submit, post or display on or through the Site and
Service. By making available any Content on or through the Site or Service, the Instructor
Member or Student Member hereby grants to Zipclass a worldwide, perpetual, non-
exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy,
adapt, modify, distribute, prepare derivative works of, publicly display, publicly perform, and
otherwise use such Content in any and all media or distribution methods now known or
hereafter developed for purposes of marketing Zipclass and its Classes/Services. You agree
that this license includes the right for Zipclass to provide, promote, and improve the Service
and to make Content submitted to or through the Service available to other companies,
organizations or individuals who partner with Zipclass for the syndication, broadcast,
distribution or publication of such Content on other media and services, subject to our
Terms. Such additional use may be made with no compensation paid to you with respect to
the Content that you submit, post, transmit or otherwise make available through the
Service. For the avoidance of doubt, the license granted to Zipclass does not grant Zipclass
any right to sell, barter, or otherwise trade any Instructor Content and/or Student Content
on a for-profit basis.
You acknowledge and agree that you are solely responsible for all Content that you make
available through the Site and Service. Accordingly, you represent and warrant that: (i) you

either are the sole and exclusive owner of all Content that you make available through the
Site and Service or you have all rights, licenses, consents and releases that are necessary to
grant to Zipclass the rights in such Content, as contemplated under these Terms; and (ii)
neither the Content nor your posting, uploading, publication, submission or transmittal of
the Content or Zipclass’s use of the Content (or any portion thereof) on, through or by
means of the Site and the Service will infringe, misappropriate or violate a third party’s
patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual
property rights, or rights of publicity or privacy, or result in the violation of any applicable
law or regulation.

Intellectual Property Infringement Notification Process

We respect the intellectual property (IP) rights of others, and we expect users of our Service
to do the same. We will respond to notices of alleged IP infringement that comply with
applicable law. For example, we respond to notices of alleged copyright infringement and
terminate accounts of repeat infringers according to the process set out in the U.S. Digital
Millennium Copyright Act.
If you believe that your Content has been copied in a way that constitutes copyright,
trademark, and/or patent infringement, please provide us with the following information: (i)
a physical or electronic signature of the IP owner or a person authorized to act on their
behalf; (ii) identification of the protected work claimed to have been infringed; (iii)
identification of the material that is claimed to be infringing or to be the subject of infringing
activity and that is to be removed or access to which is to be disabled, and information
reasonably sufficient to permit us to locate the material (such as the username); (iv) your
contact information, including your address, telephone number, and an email address; (v) a
statement by you that you have a good faith belief that use of the material in the manner
complained of is not authorized by the IP’s owner, its agent, or the law; and (vi) a statement
that the information in the notification is accurate, and, under penalty of perjury, that you
are authorized to act on behalf of the IP owner.
We reserve the right to remove any Content alleged to be infringing without prior notice and
at our sole discretion. In appropriate circumstances, we will also terminate a Zipclass
Account. Our designated agent for notices of alleged IP infringement appearing on the Site
or Application is:
Irish Studio, LLC
Attn: Zipclass
875 6th Avenue
NY, NY 10001
Support@Zipclasslive.com

Disclaimers

YOU EXPRESSLY AGREE THAT USE OF THE SITE, SERVICES, AND THE INTERNET IS ENTIRELY AT
YOUR OWN RISK. THE SERVICE, SITES AND ANY CONTENT PROVIDED THEREIN ARE PROVIDED
“AS IS”, “AS AVAILABLE” AND ARE PROVIDED WITHOUT ANY REPRESENTATIONS OR
WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE
IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR
A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF
PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, TO THE
EXTENT PERMISSIBLE BY LAW.
ZIPCLASS, AND ITS DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUPPLIERS,
PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (A) THE SERVICE WILL BE
SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR
ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH
THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS
OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICE AND
CONTENT IS SOLELY AT YOUR OWN RISK. SOME STATES / COUNTRIES DO NOT ALLOW
LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO
YOU.
YOU ACKNOWLEDGE THAT ZIPCLASS DOES NOT CONTROL IN ANY RESPECT ANY
ADVERTISEMENTS, PRODUCT DESCRIPTIONS, PRODUCTS, OR CONTENT OFFERED BY THIRD
PARTIES ON OR THROUGH THE SITE, INCLUDING, BUT NOT LIMITED TO, THE QUALITY OF
ANY CLASSES/SESSIONS OFFERED ON THE SITE INFORMATION OR PRODUCTS PROVIDED BY
LICENSE TO ZIPCLASS FROM THIRD PARTIES. EXCEPT AS OTHERWISE AGREED IN WRITING,
ZIPCLASS AND ITS AFFILIATES ASSUME NO RESPONSIBILITY FOR AND MAKE NO WARRANTY
OR REPRESENTATION AS TO THE ACCURACY, CURRENCY, COMPLETENESS, RELIABILITY OR
USEFULNESS OF CONTENT OR PRODUCTS (INCLUDING PRODUCT DESCRIPTIONS)
DISTRIBUTED OR MADE AVAILABLE BY THIRD PARTIES THROUGH OR OUTSIDE OF THE SITES.
NOR DOES ZIPCLASS MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED
FROM USE OF THE SITES, ANY PRODUCTS OR SERVICES OFFERED OR SOLD THROUGH THE
SITES, OR ITS CONTENT.
ALTHOUGH ZIPCLASS STRIVES TO PREVENT THE INTRODUCTION OF VIRUSES OR OTHER
DESTRUCTIVE MATERIALS TO THE SITE, ZIPCLASS DOES NOT WARRANT, GUARANTEE, OR
MAKE ANY REPRESENTATIONS THAT THE SITE IS FREE OF DESTRUCTIVE MATERIALS. IN
ADDITION, ZIPCLASS DOES NOT WARRANT THAT ACCESS TO THE SITE WILL BE
UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT DEFECTS, IF ANY, WILL BE
CORRECTED.
ZIPCLASS DISCLAIMS ANY WARRANTY OR REPRESENTATION THAT CONFIDENTIALITY OF
INFORMATION TRANSMITTED THROUGH THE SITES WILL BE MAINTAINED. TO THE EXTENT
ALLOWED BY LAW, ZIPCLASS DISCLAIMS ALL WARRANTIES AND CONDITIONS NOT EXPLICITLY
STATED HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF
CERTAIN WARRANTIES OR CONDITIONS, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT
APPLY TO YOU.

Other than to the extent required by law, Zipclass has no special relationship with or
fiduciary duty to you. You expressly understand and agree that your use of the Service is at
your sole risk and acknowledge that Zipclass has no control over, and no duty to take any
action regarding: what Content you access via the Service; what effects the Content may
have on you; how you may interpret or use the Content; or what actions you may take as a
result of having been exposed to the Content.
You release Zipclass from any and all liability for you having acquired or not acquired
Content through the Service. The Service may contain, or direct you to websites containing,
information that some people may find offensive or inappropriate. Zipclass makes no
representations concerning any Content contained in or accessed through the Service, and
Zipclass will not be responsible or liable for the accuracy, copyright compliance, legality or
decency of material contained in or accessed through the Service.

Health – Disclaimer

Physical exercise, in all of its forms, including but not limited to weightlifting, cardiovascular
exercise of any kind, including without limitation, dance, walking, yoga, cycling, stretching,
and running, with or without the use of equipment, such as weights, or any other equipment
that may be suggested by a Zipclass instructor (a Instructor Member), is a strenuous physical
exercise and poses the risk of injury, death, or physical or mental exhaustion. Accordingly,
you are urged and advised to seek the advice of a physician before beginning and/or
engaging in any physical exercise, regimen, routine, and/or program (and any suggested
equipment) provided through the Site and Service. Zipclass is not a medical organization;
instructors cannot give you medical advice or diagnosis. All suggestions and/or comments
relating to the use of equipment, poses, moves and instruction are not required to be
performed by you and are performed by you at your own risk while viewing any Zipclass
fitness, exercise and/or pre-natal exercise Classes/Sessions (collectively the
“Classes/Sessions”). Nothing contained in the Site, Service or Classes/Sessions shall be
construed as any form of such medical advice or diagnosis.
By using the Site, Service and/or Classes/Sessions you represent that you understand that
the practice of physical exercise involves strenuous physical movement and that such
practice carries the risk of injury whether physical or mental. You understand that it is your
responsibility to judge your physical and mental capabilities for practicing physical exercise.
It is your responsibility to ensure that by participating in classes, activities and
Classes/Sessions from Zipclass, you will not exceed your limits in the practice of physical
exercise, and you will select the appropriate level of classes for your skills and abilities, as
well as for any mental or physical conditions and/or limitations you have. You understand
that, from time to time instructors may suggest physical adjustments, movements or
modifications or the use of equipment and it is your sole responsibility to determine if any
such suggested adjustment, movement, modification or equipment is appropriate for your
level or 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 Zipclass, or any person or entity

involved with Zipclass, including without limitation its directors, principals, independent
contractors, employees, agents, contractors, affiliates and representatives.
The Site and Service offers fitness, health, and nutritional information, and is designed for
educational purposes only. Any information contained on the Site and made available
through the Service, including but not limited to any Collective Content, is not intended to
diagnose or treat any disease or medical condition, nor is it considered to be an exercise
prescription for any particular individual. Developments in medical research may impact
fitness, health, and nutritional information that is made available by Zipclass or through the
Site and Service, and Zipclass makes no guarantee that such information will include the
most recent developments in medical research. All exercise or nutritional changes pose a
possible risk of injury or death, depending upon your underlying medical condition. You
agree that before starting any exercise or fitness program and before making any nutritional
changes to your diet, it is your sole responsibility to consult your physician or other health
care professional regarding both your medical fitness and any medical or physical conditions
for which you might be at risk. You further agree to not discard, delay, or obtain medical- or
health-related advice from your physician or healthcare professional in connection with
information obtained through the Site or Service. Do not rely on any information made
available through the Site or Service as a substitute or replacement for professional medical
advice, diagnosis, treatment, or rehabilitation.

Prenatal Exercise

Exercise during pregnancy is not one-size-fits-all. Each pregnancy is unique and each
woman’s physical experience and capabilities are specifically her own. Every woman who
decides to use the Site, Services and/or Classes/Sessions must have the consent of her
doctor to perform these exercises. Zipclass cannot safeguard your health; only you can do
that by obtaining necessary medical advice and making appropriate choices. Use of this Site
and the information and content herein is only for those women who understand the nature
and stresses of exercise and take common sense-precautions, including knowing what is
right for your particular body, observing those limits, and choosing a personally appropriate
level within the Classes/Sessions.
BY ACCEPTING THE TERMS SET FORTH HEREIN, YOU ACKNOWLEDGE THAT IT IS YOUR
RESPONSIBILITY TO CONSULT WITH YOUR PHYSICIAN PRIOR TO ENGAGING OR
PARTICIPATING IN ANY OF OUR CLASSES/SERVICES, EXERCISES OR OTHER CONTENT ON
THE SITE, AND THAT YOU ARE SOLELY RESPONSIBLE FOR CHOOSING THE APPROPRIATE
CLASSES/SERVICES FOR YOUR.
By using the Site, the Service and the Classes/Sessions, you acknowledge that:
● Exercise during pregnancy is inherently risky and no amount of care can eliminate that
risk.
● You knowingly accept and assume as your personal risks all risks attendant to these
Classes/Sessions and the exercises therein, regardless of the source of the risk and

whether it is foreseen or unforeseen, including (without limitation) the risks of illness,
bodily injury, death, and miscarriage.
● You for yourself and your spouse, domestic partner, next of kin, heirs, assigns, and legal
representatives (collectively, “Releasing Parties”) forever waive, give up, release and hold
harmless Zipclass and all of its members, managers, agents, and employees and their
respective heirs and assigns and each Instructor (collectively, “Released Parties”) from
any and all liability, duties, responsibilities, obligations, causes of action in law or in
equity, and claims you or any of the Releasing Parties might otherwise have against any
Released Party for any illness, bodily injury, death, miscarriage, and/or loss or claim of any
kind or nature whatsoever, whenever occurring or becoming manifest, foreseen or
unforeseen, known or unknown, arising out of or related in any manner whatsoever to
the use of the Video, Service and/or Site, including those caused by the active or passive
negligence or omissions of one or more of the Released Parties.
● California Civil Code Section 1542 provides: “A general release does not extend to claims
which the creditor does not know or suspect to exist in his or her favor at the time of
executing the release, which if known by him or her must have materially affected his or
her settlement with the debtor.” You waive each and every benefit and protection now or
at any later time provided under California Civil Code Section 1542 and/or any other
applicable statute, law, rule, or regulation or any common law principles that would
preserve unknown claims.

Release of Liability for Injury or Death; Limitation on Liability; Informed Consent; Damages.
YOUR PARTICIPATION IN CLASSES OR OTHER PROGRAMS THROUGH THE SITE OR SERVICE IS
AT YOUR OWN RISK. EXERCISE PROGRAMS, INCLUDING CLASSES/SESSIONS, REPRESENT AN
INHERENT DANGER TO PARTICIPANTS AND BY AGREEING TO THE TERMS HEREIN, YOU ARE
PROVIDING YOUR INFORMED CONSENT TO PARTICIPATE IN CLASSES/SESSIONS DESPITE
SUCH RISKS. ZIPCLASS SHALL NOT BE LIABLE FOR ANY PERSONAL INJURY OR DEATH THAT
RESULTS FROM USE OF THE SERVICE, INCLUDING WITHOUT LIMITATION, PARTICIPATION IN
THE CLASSES/SESSIONS. YOU RELEASE ZIPCLASS FROM ALL LIABILITY FOR INJURY OR DEATH
THAT RESULTS FROM YOUR PARTICIPATION IN A CLASS/SESSION OR USE OF THE SERVICE OR
THE SITE. ZIPCLASS WILL NOT BE LIABLE TO INSTRUCTORS FOR ANY INJURY OR DEATH THAT
RESULTS FROM INSTRUCTORS USE OF THE SERVICE OR SITE AND IF YOU ARE AN
INSTRUCTOR, YOU RELEASE ZIPCLASS FROM ANY SUCH LIABILITY.
YOU RELEASE ZIPCLASS FROM ANY AND ALL LIABILITY, LOSS, OR DAMAGE AS A RESULT OF
YOUR CHOICE TO FOLLOW ANY COLLECTIVE CONTENT ACCESSIBLE THROUGH THIS SITE OR
SERVICE, AND YOU AGREE THAT ANY INFORMATION PROVIDED, DISTRIBUTED, AND/OR
PROMOTED BY ZIPCLASS IS TO BE USED OR FOLLOWED SOLELY AT YOUR OWN RISK.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL LIABILITY OF ZIPCLASS, ITS
DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, SUPPLIERS OR CONTENT
PROVIDERS HOWSOEVER ARISING FOR ANY LOSS SUFFERED AS A RESULT OF YOUR USE OF
THE SERVICE, SITE OR CONTENT IS EXPRESSLY EXCLUDED, SAVE THAT, IF A COURT OF
COMPETENT JURISDICTION DETERMINES THAT LIABILITY OF ZIPCLASS, ITS DIRECTORS,
EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS
(AS APPLICABLE) HAS ARISEN, THE TOTAL OF SUCH LIABILITY SHALL BE LIMITED TO THE
LESSER OF (i) THE AMOUNT PAID, IF ANY, BY YOU TO ZIPCLASS IN CONNECTION WITH THE
SERVICE IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE OR LIABILITY OR (ii) IN
AGGREGATE TO ONE HUNDRED US DOLLARS ($100.00).
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ZIPCLASS,
NOR ITS DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, SUPPLIERS OR
CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE,
VICARIOUS LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY OR OTHERWISE (AND
WHETHER OR NOT ZIPCLASS, ITS DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES,
PARTNERS, SUPPLIERS OR CONTENT PROVIDERS HAD PRIOR KNOWLEDGE OF THE
CIRCUMSTANCES GIVING RISE TO SUCH LOSS OR DAMAGE) WITH RESPECT TO THE SITE,
SERVICE, AND CONTENT FOR:
● DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR INCIDENTAL LOSSES OR
DAMAGES;
● LOSS OF ACTUAL OR ANTICIPATED PROFITS;
● LOSS OF REVENUE;
● LOSS OF GOODWILL;
● LOSS OF DATA;
● LOSS OF ANTICIPATED SAVINGS;
● WASTED EXPENDITURE; OR
● COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES.
NOTHING IN THESE TERMS OF SERVICE SHALL BE DEEMED TO EXCLUDE OR LIMIT YOUR
LIABILITY IN RESPECT OF ANY INDEMNITY GIVEN BY YOU UNDER THESE TERMS OF SERVICE.
APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR
INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION
MAY NOT APPLY TO YOU. IN SUCH CASES, ZIPCLASS’S LIABILITY WILL BE LIMITED TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

Indemnification

You agree to defend, indemnify, and hold harmless Zipclass from and against any and all
losses, damages, liabilities, claims, penalties, fines, costs or expenses of whatever kind,

including reasonable outside counsel fees, disbursements and charges, and the cost of
enforcing any right to indemnification and the cost of pursuing any insurance providers
(collectively “Losses”) incurred by Zipclass to the extent arising out of or relating to any claim
by a third party that that relates to Your access to or use of the Classes/Sessions, or that
arise in connection with a violation of the terms of this Agreement or any federal, state or
local laws, regulations or codes by You or through Your Zipclass Account. Nothing contained
herein shall be construed as any limitation to Zipclass’s right to indemnification for any third-
party claim.
Zipclass reserves the right, at your expense, to assume the exclusive defense and control of
any matter for which you are required to indemnify Zipclass, and you agree to cooperate
with our defense of these claims. You agree not to settle any matter without the prior
written consent of Zipclass. Zipclass will use reasonable efforts to notify you of any such
claim, action or proceeding upon becoming aware of it.

Export Control and Restricted Countries

By using the Site and Service, you represent and warrant that (i) you are not located in a
country that is subject to a U.S. Government embargo, or that has been designated by the
U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S.
Government list of prohibited or restricted parties. You also will not use the Site or Service
for any purpose prohibited by U.S. law, including the development, design, manufacture or
production of missiles, or nuclear, chemical or biological weapons.

Integration and Severability

These Terms apply to all current features and to new features that are added to the existing
Service. These Terms and the Privacy Policy are the entire agreement between you and
Zipclass with respect to the Service and use of the Site and Content, and supersede all prior
or contemporaneous communications and proposals (whether oral, written or electronic)
between you and Zipclass (including, but not limited to, any prior versions of the Terms).
If any provision of these Terms is found to be unenforceable or invalid, that provision will be
limited or eliminated to the minimum extent necessary so that these Terms will otherwise
remain in full force and effect and enforceable. The failure of Zipclass to enforce any right or
provisions of these Terms will not be deemed a waiver of such right or provision. Except as
expressly set forth in these Terms, the exercise by either party of any of its remedies under
these Terms will be without prejudice to its other remedies under these Terms or otherwise.
Disputes, Binding Individual Arbitration and Waiver of Class Actions and Class Arbitrations
Disputes. The terms of this Section shall apply to all Disputes between you and Zipclass. For
the purposes of this Section, “Dispute” shall mean any dispute, claim, or action between you

and Zipclass arising under or relating to the Sites, this Agreement, or any other transaction
involving you and Zipclass, whether in contract, warranty, misrepresentation, fraud, tort,
intentional tort, statute, regulation, ordinance, or any other legal or equitable basis, and
shall be interpreted to be given the broadest meaning allowable under law. YOU AND
ZIPCLASS AGREE THAT “DISPUTE” AS DEFINED IN THIS AGREEMENT SHALL NOT INCLUDE ANY
CLAIM OR CAUSE OF ACTION BY YOU OR ZIPCLASS FOR (A) TRADE SECRET
MISAPPROPRIATION, (B) PATENT INFRINGEMENT, (C) COPYRIGHT INFRINGEMENT OR
MISUSE, AND (D) TRADEMARK INFRINGEMENT OR DILUTION. Moreover, notwithstanding
anything else in this Agreement, you agree that a court, not the arbitrator, may decide if a
claim falls within one of these four exceptions.
Binding Arbitration. You and Zipclass further agree: (a) to arbitrate all Disputes between the
parties pursuant to the provisions in this Agreement; (b) this Agreement memorializes a
transaction in interstate commerce; (c) the Federal Arbitration Act (9 U.S.C. §1, et seq.)
governs the interpretation and enforcement of this Section; and (d) this Section shall survive
termination of this Agreement. ARBITRATION MEANS THAT YOU WAIVE YOUR RIGHT TO A
JUDGE OR JURY IN A COURT PROCEEDING AND YOUR GROUNDS FOR APPEAL ARE LIMITED.
The arbitrator may award you the same damages as a court sitting in proper jurisdiction
could, and may award declaratory or injunctive relief only in favor of the individual party
seeking relief and only to the extent necessary to provide relief warranted by that party’s
individual claim. In addition, in some instances, the costs of arbitration could exceed the
costs of litigation and the right to discovery may be more limited in arbitration than in court.
The decision of the arbitrator shall be final and enforceable by any court with jurisdiction
over the parties.
Small Claims Court. Notwithstanding the foregoing, you may bring an individual action in the
small claims court of your state or municipality if the action is within that court’s jurisdiction
and is pending only in that court.
Dispute Notice. In the event of a Dispute, you or Zipclass must first send to the other party a
notice of the Dispute that shall include a written statement that sets forth the name, address
and contact information of the party giving it, the facts giving rise to the Dispute, and the
relief requested (the “Dispute Notice”). The Dispute Notice to Zipclass must be addressed to:
Irish Studio, LLC, ATTN: Zipclass, 875 6th Avenue, New York, NY 10001 (the “Zipclass Notice
Address”). The Dispute Notice to you will be sent by certified mail to the most recent
address we have on file or otherwise in our records for you. If Zipclass and you do not reach
an agreement to resolve the Dispute within sixty (60) days after the Dispute Notice is
received, you or Zipclass may commence an arbitration proceeding pursuant to this Section.
Following submission and receipt of the Dispute Notice, each of us agrees to act in good faith
to seek to resolve the Dispute before commencing arbitration.
WAIVER OF CLASS ACTIONS AND CLASS ARBITRATIONS. YOU AND ZIPCLASS AGREE THAT
EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER PARTY ONLY IN AN INDIVIDUAL
CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR
REPRESENTATIVE PROCEEDING, INCLUDING WITHOUT LIMITATION FEDERAL OR STATE
CLASS ACTIONS, OR CLASS ARBITRATIONS. ACCORDINGLY, UNDER THE ARBITRATION
PROCEDURES OUTLINED IN THIS SECTION, AN ARBITRATOR SHALL NOT COMBINE OR

CONSOLIDATE MORE THAN ONE PARTY’S CLAIMS WITHOUT THE WRITTEN CONSENT OF
ALL AFFECTED PARTIES TO AN ARBITRATION PROCEEDING.
Arbitration Procedure. If a party elects to commence arbitration, the arbitration shall be
governed by the rules of JAMS that are in effect at the time the arbitration is initiated (the
“JAMS Rules”), available at http://www.jamsadr.com or by calling 1-800-352-5267, and
under the rules set forth in these Terms, except that JAMS may not administer any multiple
claimant or class arbitration, as the parties agree that the arbitration shall be limited to the
resolution only of individual claims. If there is a conflict between the JAMS Rules and the
rules set forth in these Terms, the rules set forth in these Terms shall govern. You may, in
arbitration, seek any and all remedies otherwise available to you pursuant to federal, state,
or local laws. All Disputes shall be resolved by a single neutral arbitrator, and both parties
shall have a reasonable opportunity to participate in the selection of the arbitrator. The
arbitrator is bound by these Terms. The arbitrator, and not any federal, state or local court
or agency, shall have exclusive authority to resolve all disputes arising out of or relating to
the interpretation, applicability, enforceability or formation of these Terms, including, but
not limited to, any claim that all or any part of these Terms is void or voidable.
Notwithstanding this broad delegation of authority to the arbitrator, a court may determine
the limited question of whether a claim or cause of action is for (a) trade secret
misappropriation, (b) patent infringement, (c) copyright infringement or misuse, or (d)
trademark infringement or dilution, which are excluded from the definition of “Disputes” as
stated above. The arbitrator shall be empowered to grant whatever relief would be available
in a court under law or in equity. The arbitrator’s award shall be binding on the parties and
may be entered as a judgment in any court of competent jurisdiction. You may choose to
engage in arbitration hearings by telephone. Arbitration hearings not conducted by
telephone shall take place in a location reasonably accessible from your primary residence,
or in New York County, New York, at your option.
Opt-out. You may elect to opt-out (exclude yourself) from the final, binding individual
arbitration procedure and waiver of class and representative proceedings specified herein by
sending a written letter to the Zipclass Notice Address within thirty (30) days of your assent
to these Terms (including the use of the Sites) that specifies (i) your name, (ii) your mailing
address, and (iii) your request to be excluded from the final, binding individual arbitration
procedure and waiver of class and representative proceedings specified in this Section. In
the event that you opt-out consistent with the procedure set forth above, all other terms
shall continue to apply, including the requirement to provide notice prior to arbitration.

Governing Law and Jurisdiction

You and Zipclass agree that any cause of action arising out of or related to these Terms or
the Service must commence within one (1) year after the cause of action arose; otherwise,
such cause of action is permanently barred.
These Terms will be interpreted in accordance with the laws of the State of New York and
the United States of America, without regard to its conflict of law provisions. All claims, legal

proceedings or litigation arising in connection with the Services will be brought solely in New
York County, New York, and you consent to the jurisdiction of and venue in such courts and
waive any objection as to inconvenient forum. If you are accepting these Terms on behalf of
a United States federal government entity that is legally unable to accept the controlling law,
jurisdiction or venue clauses above, then those clauses do not apply to you but instead these
Terms and any action related thereto will be will be governed by the laws of the United
States of America (without reference to conflict of laws) and, in the absence of federal law
and to the extent permitted under federal law, the laws of the State of New York (excluding
choice of law).

Miscellaneous

All Instructor Members are independent service providers. Nothing contained in this
Agreement shall be construed as creating any employer-employee relationship, agency,
partnership, joint venture or other form of joint enterprise, or any type of fiduciary
relationship between Zipclass and any Instructor, Student and/or any other user. Zipclass
does not assume responsibility for the supervision, direction, control, wage rates,
withholding of income tax, providing unemployment and disability benefits due and owing,
paid or unpaid, by any Instructor and/or Student.
Zipclass reserves the right to monitor and observe any Classes/Sessions and/or other
Content on the Site to ensure compliance with the Terms and maintains the right to cancel,
terminate, or otherwise remove any Content deemed to be in violation of these Terms, or
any federal, state or local laws.
We will not be liable for any failure to perform its obligations hereunder where such failure
results from any cause beyond our reasonable control, including the following Force Majeure
events: (i) acts of God; (ii) national or regional shortage of adequate power or
telecommunications or transportation facilities (including “line noise” interference); (iii)
cyberattack; or (iv) civil authority, including a pandemic and/or public health crisis.
These Terms are personal to you, and are not assignable, transferable or sublicensable by
you except with Zipclass’s prior written consent. Zipclass may assign, transfer or delegate
any of its rights and obligations hereunder without consent. No agency, partnership, joint
venture, or employment relationship is created as a result of these Terms and neither party
has any authority of any kind to bind the other in any respect.
We use Stripe as our third-party secure credit card processor. Zipclass is a subsidiary of Irish
Studio LLC. Payments for our Services will be processed under “IrishStudio:Zipclass”.