1.1. This Agreement is between Client (as defined below) and Music 360 Method (“the Company”). This Agreement contains the terms and conditions for, and governs Client’s purchase and ongoing use of related subscription services offered by the Company and subscribed to by Client (the “Services”), as indicated on Client’s Subscription Order Form (the “Subscription Form”) the terms of which are hereby fully incorporated herein and made a part hereof. By subscribing to or using the Services, Client agrees to abide by all of the terms and conditions of this Agreement, as it now exists and as may hereafter be amended.
1.2. “Client” shall mean the individual or entity indicated on the Subscription Form on behalf of itself and all Authorized Users as such term is defined below. Client and the Company are sometimes referred to herein collectively as the “Parties” or individually as a “Party.” Without limiting the foregoing, the term “Client” shall also, as context requires, apply to any person that is accessing the publicly available portions of the website.
1.3. By accessing or using the Services, Client represents that Client is authorized to access and/or use the Services, and that the only individuals within Client’s organization accessing the Services are authorized and permitted to do so (each an "Authorized User"). Client and each Authorized User agrees to abide and be bound by all of the terms and conditions herein.
2.1 Scope of Services. The Services within the scope of this Agreement include only access to those Services indicated on the “Service Plan” section of the Subscription Order Form and are provided subject to the terms of this Agreement. Certain other Music 360 Method products and services may not be within the scope of this Agreement and may be governed by separate agreements and terms of service.
2.5. While the Company uses reasonable efforts to include accurate and up-to-date information in the Site, the Company makes no warranties or representations as to its accuracy. The Company assumes no liability or responsibility for any errors or omissions in the content of the Site.
2.6. User Comments. The Services may be presented in such a way as to permit visitors to the website or users of the Services, who may be unaffiliated with the Company, to post or publish comments (“Comments”) with respect to certain published content. Client understands and agrees that with respect to any Comments, the Company and the Services act merely as a passive conduit for any and all communication and/or distribution of information, and the Company does not control the Comments. The Company cannot and will not evaluate, and shall not be responsible for, the accuracy, reliability, completeness, veracity or suitability of any Comments or for verifying the identity of anyone posting a Comment. While the Company will endeavor to monitor Comments on the Services and flag and/or remove Comments which the Company finds unsuitable (as determined in its sole and absolute discretion) the Company shall be under no obligation to do so and shall have no liability to any party for failure to monitor or remove any Comments or User Content. Prior to being granted access to post Comments, individuals may be required to input or provide certain data or information, including (without limitation) their name and/or email address which may be displayed in connection with their Comment; the Company reserves the right to impose any additional restrictions or requirements with respect to Comments in its sole discretion.
2.7. Third-Party Websites. Certain aspects of, or links contained on, the Services may link to websites or services operated by parties other than, and unaffiliated with, the Company. Such links are provided for Client’s convenience only. The Company does not control such third-party websites and is not responsible for any content thereon, including with respect to any comments posted on such third-party websites. The Company’s inclusion of links to such third-party websites does not amount to or imply any endorsement or warranty of the material on such sites or any association with their owners or operators. Client agrees that the Company is not responsible for any such third-party websites and services or any content thereon and agrees to hold the Company harmless from any and all claims or liability arising from Client’s use of such third-party websites or services. Any concerns or questions related to third-party websites should be directed to the webmaster or other appropriate contact person for such third party.
3.1.1 Subscription Terms Acceptance via Website. The terms and conditions of this Agreement are deemed accepted by Client upon completing the online checkout process and remitting payment to Company through the third-party payment processor (i.e. PayPal, Stripe, etc.) for the Service Plan selected by Client during the online checkout process. After the 14-Day Money-Back Guarantee period has passed, the Annual Subscription Fee is non-refundable.
3.1.2. Subscription Terms Acceptance via Subscription Order Form. The terms and conditions of this Agreement are expressly incorporated into and made a part of each of Client’s Subscription Order Form which sets forth payment terms, the subscription terms, and a description of the Service Plans to which Client has subscribed. Client hereby agrees to pay the Annual Subscription Fee for the Service Plans as invoiced after receipt by the Company of a signed Subscription Order Form, failure of which shall be a breach of this Agreement that may result in suspension or termination of Client’s access to Services. After the 14-Day Money-Back Guarantee period has passed, the Annual Subscription Fee is non-refundable.
3.3. Purchase Orders. If Client issues a purchase order or other similar document relating to payment for Client’s subscription to the Services, Client agrees that such purchase order or other similar document, and any terms related to registration on Client’s procurement site for purposes thereof, shall be for Client’s internal purposes, (i.e., administrative convenience) only and shall not modify or affect any of the terms or conditions of the Agreement between Client and the Company relating to the Services.
3.4. Breach. Client’s breach of any obligations under this Agreement may result in immediate termination of this Agreement and immediate suspension or termination of Client’s access to the Services; provided that with respect to any non-monetary, curable breach, the Company will use commercially reasonable efforts to notify Client of, and grant Client the opportunity to cure such breach, although it shall be under no obligation to do so. In the event of such breach, Client shall remain liable for, and the Company shall not be obligated to refund or credit, any fees incurred for the full contract term as set forth in the Subscription Order Form. Without limiting the foregoing, Client acknowledges and agrees that any action in violation of the Use Restrictions shall be an incurable breach of this Agreement.
3.5. Rights Regarding Section Reorganization and Website Reconfiguration. Client agrees and acknowledges that the Company reserves the right, in its sole and absolute discretion, to amend, alter, reorganize, reconfigure or otherwise change the interface, sections (and names of sections) on the site (any such change, a “Section Reorganization”), provided that any such Section Reorganization shall not materially degrade the Client’s access to information or services that are substantially similar to the Services for which Client subscribed pursuant to the Subscription Order Form.
4.1. When Client registers with the Company and/or this Site, Client expressly consents to receive any notices, announcements, agreements, disclosures, reports, documents, communications concerning new products or services, or other records or correspondence from the Company. Client consents to receive notices electronically by way of transmitting the notice to Client by email.
4.2. If Client sends comments or suggestions about the Site to the Company, including, but not limited to, notes, text, drawings, images, designs or computer programs, such submissions shall become, and shall remain, the sole property of the Company. No submission shall be subject to any obligation of confidence on the part of the Company. The Company shall exclusively own all rights to (including intellectual property rights thereto), and shall be entitled to unrestricted use, publication, and dissemination as to all such submissions for any purpose, commercial or otherwise without any acknowledgment or compensation to Client.
4.3. The Company shall use commercially reasonable efforts to restrict unauthorized access to our data and files. However, no system whether or not password protected can be entirely impenetrable. Client acknowledges that it may be possible for an unauthorized third party to access, view, copy, modify, or distribute the data and files Client stores using the Site. Use of the Site is completely at Client’s own risk.
4.5. Client hereby agrees to maintain as confidential and not disclose any username or password to any person not within the scope of Client’s Subscription Terms, subject to the terms of this Agreement and as indicated on Client’s Subscription Order Form. The Company may change Client’s password at any time, provided that the Company shall provide Client with written notice of such change prior to, or as soon as reasonably practicable after, such change.
5.1. NEITHER THE COMPANY NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR MAINTAINING THE SITE AND/OR ANY CONTENT ON THE SITE SHALL BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR PUNITIVE DAMAGES ARISING OUT OF YOUR ACCESS TO OR USE OF THE SITE. WITHOUT LIMITING THE FOREGOING, ALL CONTENT ON THE SITE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OF THE MATERIALS IN THE SITE, THE RESULTS OF THE USE OF SUCH MATERIALS, THE SUITABILITY OF SUCH MATERIALS FOR ANY USER’S NEEDS OR THE LIKELIHOOD THAT THEIR USE WILL MEET ANY USER’S EXPECTATIONS, OR THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR CORRECTION. THE COMPANY LIKEWISE DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS OR GUARANTEES THAT CLIENT WILL EARN ANY MONEY USING THE SITE OR THE COMPANY’S TECHNOLOGY OR SERVICES. THE COMPANY DOES NOT WARRANT THAT USE OF THE MATERIALS WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE, THE CONTENT, AND/OR THE MATERIALS AVAILABLE ON THIS SITE ARE FREE FROM BUGS OR VIRUSES OR OTHER HARMFUL COMPONENTS. CLIENT ASSUMES ALL RESPONSIBILITY FOR THE COST OF ALL NECESSARY REPAIRS OR CORRECTIONS. THE COMPANY SHALL NOT BE RESPONSIBLE FOR ANY PERFORMANCE OR SERVICE PROBLEMS CAUSED BY ANY THIRD-PARTY WEBSITE OR THIRD-PARTY SERVICE PROVIDER. ANY SUCH PROBLEM SHALL BE GOVERNED SOLELY BY THE AGREEMENT BETWEEN CLIENT AND THAT PROVIDER. Please note that the applicable jurisdiction may not allow the exclusion of implied warranties. Some of the above exclusions may thus not apply to Client.
5.3. IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, RELIANCE OR CONSEQUENTIAL DAMAGES, WHETHER FORESEEABLE OR NOT, INCLUDING, BUT NOT LIMITED TO, DAMAGE OR LOSS OF PROPERTY, EQUIPMENT, INFORMATION OR DATA, LOSS OF PROFITS, REVENUE OR GOODWILL, COST OF CAPITAL, COST OF REPLACEMENT SERVICES, OR CLAIMS FOR SERVICE INTERRUPTIONS OR TRANSMISSION PROBLEMS, OCCASIONED BY ANY DEFECT IN THE SITE, THE CONTENT, AND/OR RELATED MATERIALS, THE INABILITY TO USE SERVICES PROVIDED HEREUNDER OR ANY OTHER CAUSE WHATSOEVER WITH RESPECT THERETO, REGARDLESS OF THEORY OF LIABILITY. THIS LIMITATION WILL APPLY EVEN IF THE COMPANY HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES.
5.4. Client agrees to indemnify and hold the Company and each of its directors, officers employees, and agents, harmless from any and all liabilities, claims, damages and expenses, including reasonable attorney’s fees, arising out of or relating to (i) Client’s breach of this Agreement, (ii) any violation by Client of law or the rights of any third party, (iii) any materials, information, works and/or other content of whatever nature or media that Client posts or shares on or through the Site, (iv) Client’s use of the Site or any services that the Company may provide via the Site, and (v) Client’s conduct in connection with the Site or the services or with other users of the Site or the services. The Company reserves the right to assume the exclusive defense of any claim for which we are entitled to indemnification under this Section. In such event, Client shall provide the Company with such cooperation as is reasonably requested by the Company.
6.2. This Agreement shall be governed and construed in accordance with the laws of the State of Texas, without giving effect to any principles of conflicts of law. Client further submits to the exclusive jurisdiction of the state and federal courts sitting in Dallas County, Texas. This Agreement is understood to be clear and enforceable as written. Nevertheless, should Client later claim any provision is unclear, unenforceable, overbroad or is inapplicable, or if Client intends to make any claim whatsoever against Company, Client must notify Company, in writing, of Client’s full and complete position at least thirty (30) calendar days before engaging in such activity and/or filing any lawsuit or demand for arbitration. During the thirty-day period, Company and Client must meet, in good faith, to discuss resolution of the claim or issue. A mediator of Company’s choice may be hired, at Company’s expense, to facilitate the discussion. If Client fails to comply with this conflict resolution provision, Client waives his right to challenge the enforceability of the Agreement.
Last Updated: March 2020
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