This is a legally binding end-user license Agreement (the “Agreement”). Please read it carefully. By clicking "I Agree" or installing or using Musico Ltd.'s ("Musico" or "we") proprietary online Software as a Service (SaaS) platform for music students to directly engage with video music lessons, and any updates thereto (the "Platform"), you agree to be bound by the terms hereof.
- Platform License. Subject to the terms herein, Musico hereby grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable right to install and use the Platform solely for your personal use, as contemplated hereunder.
- Prohibited Uses. Other than the rights explicitly granted in this Agreement, you shall have no other rights, express or implied, in the Platform. Without limiting the generality of the foregoing, you agree and undertake not to, and not to allow any third party to: (i) sell, lease, sublicense or distribute the Platform, or any part thereof, or otherwise transfer the Platform; (ii) reverse engineer, decompile, disassemble, or otherwise reduce to human-perceivable form the Platform’s source code and/or any third party software provided by Musico; (iii) modify, revise, enhance, or alter the Platform; (iv) copy or allow copies of the Platform to be made, unless expressly permitted herein; (v) represent that you possess any proprietary interest in the Platform; (vi) use the Platform in any illegal manner or for unlawful purposes.
- Title & Ownership. The Platform is the property of Musico or its licensors and any disclosure or unauthorized use thereof will cause irreparable harm and loss to Musico or its licensors. All right, title and interest in and to the Platform, any derivatives thereof and modifications thereto, including associated intellectual property rights, evidenced by or embodied in or attached, connected or related to the Platform, are and will remain with Musico or its licensors. This Agreement does not convey to you any interest in or to the Platform, but only a limited right of use in accordance with the terms herein. Nothing in this Agreement constitutes a waiver of Musico or its licensors’ intellectual property rights under any law.
- Third Party Software. The Platform may include third party components, which are made available pursuant to different terms than those contained herein.
- Performance. We do not guarantee that the Platform will operate in an uninterrupted or error-free manner, or that it will always be available, free from errors, omissions or malfunctions. Without limiting the foregoing, in no event will Musico be responsible for any slow-downs, failures or other malfunctions that are caused by your breach of this Agreement.
- Assumption of Liability. You are solely and exclusively responsible: (i) for all actions you take in response to your usage of the Platform; (ii) to check for any alerts or warnings issued by the Platform and determine what actions are appropriate in light thereof; and (iii) to carry out such actions as you deem appropriate as a result of your usage of the Platform. We are not responsible or liable for your reliance upon, or use of, the Platform, your actions in connection with the Platform, or any consequences resulting therefrom.
- ALTHOUGH WE USE SKILL AND EFFORTS TO DEVELOP THE PLATFORM AND HAVE THE PLATFORM PROVIDE ACCURATE, RELIABLE, EFFECTIVE AND ACTIONABLE DATA, WE DO NOT GUARANTEE, MAKE NO REPRESENTATION, AND PROVIDE NO WARRANTY ABOUT THE RELIABILITY, EFFECTIVENESS, ACCURACY OR COMPLETENESS OF THE PLATFORM, THE EXPECTED RESULTS, OUTCOMES OR ANY OTHER OPERATIONAL BENEFITS FROM UTILIZING THE PLATFORM.
- THE PLATFORM IS PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MUSICO AND ITS LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOUR ONLY RIGHT OR REMEDY WITH RESPECT TO ANY DISSATISFACTION WITH THE PLATFORM IS TO IMMEDIATELY UNINSTALL THE PLATFORM AND CEASE USE OF THE PLATFORM. MUSICO DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM WILL OPERATE CONTINUOUSLY, UNINTERRUPTED, OR BE ERROR-FREE.
- MUSICO SHALL IN NO WAY BE LIABLE TO YOU IN THE EVENT OF SYSTEMS OR COMMUNICATIONS ERRORS, BUGS OR VIRUSES RELATING TO THE PLATFORM OR RESULTING IN LOSS OF DATA BY YOU, AND MUSICO RESERVES THE RIGHT TO TAKE ANY OTHER ACTION TO CORRECT SUCH ERRORS (IF ANY) SAVE THAT MUSICO IS NOT REQUIRED TO PROVIDE ANY BACK UP NETWORK OR SYSTEMS OR SIMILAR SERVICES.
- Limitation of Liability. IN NO EVENT SHALL MUSICO HAVE ANY LIABILITY TO YOU UNDER, ARISING OUT OF OR RELATING TO THIS AGREEMENT. IN NO EVENT WILL MUSICO BE LIABLE FOR LOST PROFITS, LOSS OF USE, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, WHETHER OR NOT MUSICO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- You agree to indemnify and hold harmless us and our directors, officers, employees, and contractors, upon our request and at your own expense, from, and against, any damages, loss, costs, expenses and payments, including reasonable attorney’s fees and legal expenses, arising from any complaint, claim, plea, or demand brought by a third party in connection with, arising from or otherwise related to (a) your breach of this Agreement or (b) your gross negligence or willful misconduct.
- If we seek indemnification from you, we will provide you with (i) prompt written notice of any indemnifiable claim; (ii) reasonable assistance and cooperation in the defense of such indemnifiable claim and any related settlement negotiations, at your expense; and (iii) exclusive control over the defense or settlement of such indemnifiable claim, provided, however, that we may settle or reach compromise on any such claim without your consent, if and to the extent such settlement or compromise does not impose any liability (monetary, criminal or otherwise) on you. We will have the right to participate, our own expense, in the defense (and related settlement negotiations) of any indemnifiable claim with counsel of our own selection.
- Term and Termination. Musico may terminate this Agreement at any time without cause without any requirement of notice. Upon any such termination or expiration, you shall no longer be permitted to use the Platform, and shall delete all copies of the Platform in your possession.
- Governing Law; Venue. The laws of the State of New York shall apply to this Agreement and the exclusive place of jurisdiction in any matter arising out of or in connection with this Agreement shall be the competent courts of New York, New York.
- General. This Agreement constitutes the entire agreement between the parties. Musico may modify the terms of this Agreement by making the updated version of this Agreement available through the Platform, without requiring any further notice to you. If a court of competent jurisdiction finds any provision of this Agreement to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of the Agreement shall continue in full force and effect. You shall not assign this Agreement without Musico’s prior written approval, and any such purported assignment shall be null void. No waiver of any breach shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provision, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. Sections 1.2, 1.3, 1.4, 3, 4, 6 and 7 shall survive the termination of this Agreement.