MUSICO E-LEARNING TERMS OF USE

Last Revised: October 15th, 2019

These Terms of Use, together with any other agreements or terms incorporated by reference, including the Musico E-Learning Privacy Policy (available at: https://DanMayo.musico.io/ ) (the "Terms") govern your use of the Services. These Terms constitute a binding and enforceable legal contract between Musico Ltd. ("Musico") and you. By accepting these Terms electronically by clicking a box indicating your acceptance, or by using the Services, you agree to these Terms. If you are entering into these Terms on behalf of a company or another legal entity, you represent that you have the authority to bind such entity and its affiliates to these Terms, in which case the term "you" will refer to such entity and its affiliates. If the legal entity that you represent does not agree with these Terms, you must not accept these Terms or use the Services.

• DEFINITIONS

  • "Account" means an online account registered by you for the purpose of using the Services.
  • "Content" means any files, data, material and information submitted, uploaded and stored by you through the Services.
  • "Platform" means Musico's online solution for music students to directly engage with video music lessons and the Musico platform, including sharing related content.
  • "Services" means any applications, products, services, documentation, software and videos made available through the Platform.
  • "User Data" means data relating to your use of the Services, including but not limited to information related to:
    • your contact and payment information, including email addresses and credit card or other payment remittance information;
    • information obtained by or provided through the Services;
    • settings, preferences chosen, and resource usage; and
    • free text submitted by you.
  • "we", "us", "Musico" or "our” means Musico Ltd.

• THE SERVICES

  • Access to the Services. You may access and use the Services through the Platform solely for legitimate purposes. We may update the Services from time to time, including adding or removing functions.
  • Service Providers. We may use third-parties in the operation of our Services or to perform any of our obligations (each a "Service Provider"), including using Service Providers for cloud infrastructure and hosting services. In order for our Service Providers to be able to provide you with certain aspects of the Services, we may share User Data and/or Content with such Service Provider. Our agreements with Service Providers outline the appropriate use and handling of this information and prohibit the Service Provider from using any of your information for purposes unrelated to the Services.

• CHARGES

  • Using the Services. After the Trial Period, if applicable, you will be charged for your use of the Services, in accordance with the pricing scheme made available to you on the Platform, from time to time. The charges for such the Services, and any terms and conditions applicable thereto will be detailed in the applicable online description of such Services.
  • Trial Period. We may at our discretion offer free promotional trial periods, or discounted subscriptions to the Service. Such promotional trials are, unless otherwise stated, offered on an "opt-out" basis, meaning that, at the end of the stated promotional trial period, your access to the Service will continue, and your trial subscription will be automatically converted to a paid subscription, unless you cancel the trial before it ends. When you sign-up for a subscription including for a promotional trial, you will be asked to select a subscription plan and period (e.g., monthly or annual) which will start at the end of your promotional trial unless you cancel before its end. If you do cancel before the end of the trial, there will be no charges to the payment method you provided; except for any applicable discounted promotional trial fee.
  • Payment Policy. You authorize Musico, directly or through third-parties, to make any inquiries we consider necessary to help verify or check your identity or prevent fraud. This may include asking you to provide a form of government identification (e.g., driver’s license or passport), your date of birth and other information that is necessary to confirm ownership of your email address or payment method that you have added to your Account, such as a credit card, debit card or PayPal account ("Payment Method"). You must provide Musico with accurate information in relation to your Payment Method. Additionally, you authorize Musico to store your Payment Method and charge your Payment Method as outlined in these Terms. When you select and provide information to us pursuant to a Payment Method, you confirm that you are permitted to use that Payment Method and you authorize us and our designated payment processor to charge the full amount due for the applicable Services to the Payment Method you designate for the purchase. Subject to Section 4, all purchases are final and no refunds or credits will be provided. We will take steps to rectify any payment processing errors of which we become aware. These steps may include crediting or debiting (as appropriate) the same Payment Method used for the original payment by you, so that you end up paying the correct amount.

• REGISTRATION AND USER ACCOUNT

  • Establishing an Account. You must register and establish an Account in order to use our Services.
  • SNS Account. You may register an Account by logging into your account with certain third-party social networking sites ("SNS") including, but not limited to, Facebook (each such account, a "Third-Party Account"), as described below. As part of the functionality of the Services, you may link your Account with Third-Party Accounts, by either: (i) providing your Third-Party Account login information to Musico through the Services; or (ii) allowing Musico to access your Third-Party Account, as permitted under the applicable terms and conditions that govern your use of each Third-Party Account. By registering an Account through an SNS, You represent that you are entitled to disclose your Third-Party Account login information to Musico and/or grant Musico 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 Musico to pay any fees or making Musico subject to any usage limitations imposed by such SNS.
  • Account Information. You must safeguard and not disclose your Account username and password and you must supervise the use of such Account. You must provide us accurate and complete information in order to create an Account. You agree to keep your Account information up to date and accurate.
  • YOU ARE SOLELY AND FULLY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF THE ACCOUNT USERNAMES AND PASSWORDS. YOU ARE SOLELY AND FULLY RESPONSIBLE FOR ALL ACTIVITIES THAT OCCUR UNDER THE ACCOUNT.
  • You must notify us immediately of any unauthorized use of your Account or any other breach of security.
  • SNS Account Information. By granting Musico access to any Third-Party Accounts, you understand that Musico will access, make available and store (if applicable) any content that you have provided to and stored in your Third-Party Account ("SNS Content") so that it is available on and through the Services via your Account. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts will be available on and through your Account on the Services. Please note that, if a Third-Party Account or associated service becomes unavailable or Musico’s access to such Third-Party Account is terminated by the SNS, then SNS Content will no longer be available on and through the Services. You have the ability to disable the connection between your Account and your Third-Party Accounts, at any time, on the Platform. Musico makes no effort to review any SNS Content for any purpose, including but not limited to for accuracy, legality or non-infringement and Musico is not responsible for any SNS Content.
  • Deletion of Account. You may delete your Account at any time. Any Content and other information and data entered into the Services may be permanently deleted if you delete the Account, provided we may retain certain information as required to comply with our legal obligations, resolve disputes and enforce our agreements (unless we are instructed otherwise).

• YOUR CONTENT

  • Musico may enable you to add, create, submit, distribute or post certain Content, including, without limitation, text, photos, data, graphics, videos and information (including, without limitation, personal information) through the Platform.
  • License to Content. You grant us a worldwide, non-exclusive license to host, copy and use your Content as required in order to provide you with the Services. Subject to this limited license we do not acquire any right in your Content and you or your licensors retain all rights and ownership to your Content. You warrant that you have full rights to provide to us any Content that you provide through the Services. We have policies in place to limit the access of our employees to Content. Where policies permit access to the Content, it is only for the purpose of providing the Services and supporting you in your use of the Services.
  • Responsibility for Content. The Services are not intended to be used as storage, backup or archiving services. It is your responsibility to back up your Content and you are responsible for any lost or unrecoverable Content.

• USE OBLIGATIONS AND RESTRICTIONS

  • Obligations. You agree to do each of the following in connection with your use of the Services: (i) comply with all applicable laws, rules and regulations, including those regarding data protection and privacy, intellectual property rights and export control; and (ii) pay the fees for the Services, if applicable, when due.
  • Restrictions. You must not misuse the Services. For example, you may not, whether by yourself or anyone on your behalf (i) sell, resell, or lease the Services or access or attempt to access the Services by any means other than the interface we provided or authorized; (ii) circumvent any access or use restrictions put into place to prevent certain uses of the Services; (iii) use the Services to store, share or transmit Content which is unlawful, infringing, harmful or which violates any person’s rights, including privacy rights and intellectual property rights; (iv) attempt to disable, impair, or destroy the Services; or (v) reverse engineer or decompile the Services, attempt to do so, or assist anyone in doing so.
  • User Responsibility. When using the Services, you must act responsibly and exercise good judgment. This means, among other things, that Content uploaded/written/submitted by you may not: (i) violate these Terms, or any applicable law or regulation; (ii) infringe the rights of any third party, including but not limited to, intellectual property, privacy, publicity or contractual rights; (iii) except as expressly permitted herein, use the Service for any commercial purpose whatsoever; (iv) impersonate any person or entity, or falsify or otherwise misrepresent yourself or your association with any person or entity, whether by providing or omitting to provide information; (v) interfere or damage the Service by, inter alia, the use of viruses, cancel bots, Trojan horses, harmful codes, flood pings, denial-of-service attacks or similar methods or technologies; or (vi) contain Abusive Content (as defined below). You understand and agree that Musico may (but is not obligated to) review and remove or block any Abusive Content of any kind.
    
    "Abusive Content", for the purpose of this Agreement, refers to any Content, which: (i) is defamatory; (ii) contains nudity or sexually explicit content; (iii) disparages any ethnic, racial, sexual or religious group by stereotypical portrayal or otherwise; (iv) makes use of offensive language or images or which violates the rights of, harms, or threatens the safety of third parties or other users of the Service.

• INTELLECTUAL PROPERTY RIGHTS

  • Retention of Rights. All rights not expressly granted to you under these Terms are reserved by Musico and its licensors. We and our licensors reserve all rights, title and interest to the Services, the Platform and any of their related intellectual property rights. The Terms do not convey to you an interest in or to Musico’s intellectual property rights. Nothing in the Terms constitutes a waiver of Musico’s intellectual property rights under any law.
  • Feedback. To the extent you provide us any feedback, comments or suggestions ("Feedback"), you grant us a royalty-free, fully paid up, worldwide, perpetual and irrevocable license to incorporate the Feedback into the Services or any of our current or future products or services.

• INDEMNIFICATION

  You will indemnify, defend, and hold harmless Musico, its affiliates, resellers, employees and agents (the "Indemnified Parties") from and against all liabilities, damages, and costs (including reasonable attorneys' fees) arising out of any claim, demand, suit or proceeding by a third-party alleging that your Content or your use of the Services infringes or misappropriates a third-party’s intellectual property rights, violates third-party's privacy rights or violates any applicable law, or that your use of the Services is in violation of these Terms.

• DISCLAIMERS OF WARRANTIES

  • THE SERVICES ARE PROVIDED ON AN "AS IS", AND "AS AVAILABLE" BASIS, AND MUSICO DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO RELIABILITY OF SERVICE, WARRANTIES OF NON-INFRINGEMENT OR IMPLIED WARRANTIES OF USE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. WE DISCLAIM ALL LIABILITY AND ANY OBLIGATIONS FOR ANY HARM OR DAMAGE CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS.
  • OTHER THAN AS EXPRESSLY STATED IN THE TERMS WE DO NOT WARRANT THAT THE SERVICES WILL BE SECURE, UNINTERRUPTED, WITHOUT ERROR, OR FREE OF DEFECTS.

• LIMITATION OF LIABILITY

  • IN NO EVENT WILL MUSICO BE LIABLE FOR (I) INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES; OR (II) LOSS OF PROFITS OR REVENUE, LOSS OF DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, IN EACH CASE ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF MUSICO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  • IN NO EVENT WILL MUSICO’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS OR TO THE SERVICES EXCEED AN AMOUNT OF US$100.00.
  • THESE LIMITATIONS WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

• TERM AND TERMINATION

  • Term. These Terms commence on the date you first accept them and will remain in effect until these Terms are terminated.
  • Termination. You may stop using the Services at any time and you may delete your Account. We may suspend or terminate your access to the Services at any time at our sole discretion and without notice if you do not comply with these Terms. Upon termination of the Services to You, the Account will be terminated, and from the date of termination you will no longer be able to access your Account.
  • Survival. The provisions of these Terms that, by their nature and content, must survive the termination of these Terms in order to achieve the fundamental purposes of these Terms shall so survive. Without limiting the generality of the foregoing, the Intellectual Property Rights, Disclaimers of Warranties, Limitation of Liability, Governing Law and Jurisdiction and General sections, will survive the termination or expiration of the Terms.

• GOVERNING LAW AND JURISDICTION

  These Terms are governed by the laws of the State of New York excluding rules as to choice and conflicts of law and the eligible courts in New York, New York, shall have exclusive jurisdiction over all disputes between the parties related to these Terms; however, Musico may bring suit for payment in the country where your entity is located. You and Musico agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply.

• GENERAL

  • Third Party Content. Under no circumstances whatsoever will Musico be liable in any way for any third party content, including, without limitation, for any errors or omissions in any third party content, or for any infringement of third party's right, loss or damage of any kind incurred as a result of the use or display or performance of any third party content transmitted, displayed or otherwise made available through the Website or Application. Furthermore, third party content shall be subject to the terms of use of such third party provider and your use of their service you agree to and approve, and subject yourself to the terms of use of such third party content provider.
  • Changes to Terms. Musico may change the Terms from time to time, and such change will become effective upon the date on which it is posted on the Platform. You are responsible for checking the Platform regularly for such changes. By continuing to access or use the Services you agree to be bound by the revised Terms.
  • Severability. If any part of these Terms is deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed to be severable from the rest of these Terms and shall not affect the validity and enforceability of any of the remaining provisions of these Terms. In such cases, the part deemed invalid or unenforceable shall be construed in a manner consistent with applicable law to reflect, as closely as possible, the original intent of the parties.
  • Waiver. No waiver by us of a breach of any of the provisions of terms of these Terms shall be construed as a waiver of any preceding or succeeding breach of any of the provisions of these Terms.
  • Relationship. Nothing in these Terms shall be construed as creating any agency, partnership, trust arrangement, fiduciary relationship or any other form of joint enterprise between you and Musico.
  • Entire Agreement. These Terms contain the entire agreement between Musico and you relating to your use of the Services and supersedes any and all prior agreements between Musico and you in relation to the same. You confirm that, in agreeing to accept these Terms, You have not relied on any representation except as has expressly been made by Musico in these Terms.
  • Assignment. You may not assign your rights or delegate your obligations under these Terms without Musico’s prior written consent. Any purported assignment contrary to this section will be null and void and without effect. Musico may assign its obligations hereunder among the various Musico entities within the Musico group, by a change to the definition of Musico hereunder which change will become effective upon posting on the Platform.
  • No Third-Party Rights. There are no third-party beneficiaries to these Terms.