Last Updated: September 22, 2016
1. All persons using the Platform at any time expressly agree not to use any aspect of the Platform for any purpose other than its intended Purpose as a Platform for (a) the purchase and/or sale of Lessons and/or (b) conducting Lessons. If you use the Platform for any other purpose, you violate this Agreement.
2. Any violation of this Agreement may be punished by, without limitation, refusal of access to the Platform.
3. If you object to anything in this Agreement (including anything in our Privacy Policies or other applicable terms), please immediately terminate your use of the Platform. YOU EXPRESSLY AGREE THAT YOUR USE OF THIS PLATFORM IS AT YOUR SOLE RISK. WE RESERVE THE RIGHT TO DISCONTINUE ANY ASPECT OF THE PLATFORM AT ANY TIME. THIS AGREEMENT IS TERMINABLE AT ANY TIME BY EITHER PARTY (OPERATOR OR YOU) FOR ANY REASON. ANY LICENSE YOU GRANT OPERATOR THROUGH ANY AGREEMENT WITH OPERATOR WILL SURVIVE TERMINATION OF THE AGREEMENT WITH OPERATOR. WITHOUT LIMITATION, SECTIONS 7, 9, 11-12, 15-31, AND 33 SHALL SURVIVE TERMINATION OF THE AGREEMENT.
5. Communications from Operator and other Users. By creating an account, you agree to receive certain communications in connection with the Platform. For example, you might receive a message from a student or potential student inquiring about your teaching style or availability. You acknowledge and agree that Operator has access to and may review any message sent through the Platform's internal messaging service for any reason or no reason, and Operator may use the information in such messages for any reason or no reason. You may receive marketing communications from Operator, and you can opt-out of such communications.
6. “Teacher” as used herein refers to an individual who seeks and obtains Operator’s approval to offer his or her services as a music educator through the Platform. Operator’s approval generally is based on the applicant’s affirmation that he or she meets one the following minimum criteria (though Operator reserves the right to approve applicants who do not meet these criteria under some circumstances):
· A. 2+ years of music teaching experience; or
· B. 5+ years of being a professional musician with your principal source of income derived from music.
Upon your seeking Operator’s approval in the hopes of becoming a Teacher, you may be required to provide certain information about your qualifications as a music instructor. By applying to become a Teacher, you authorize the Background Check defined below. Operator reserves the right to reject your Teacher status for any reason.
Teachers and Teacher Applicants may be subject to a background check (the “Background Check”) before being permitted to teach on the Platform. The Background Check may include running the Teacher or Teacher Applicant’s name through: (1) the United States national sex offender registry and (2) our United States criminal background check vendor TalentWise Solutions, LLC. At this time, all Teacher and Teacher Applicant names are run through the United States national sex offender registry.
If our Background Check results in negative consequences for a Teacher or Teacher Applicant, such as the Teacher or Teacher Applicant being refused access to the Platform, we will disclose the results of the Background Check to that Teacher or Teacher Applicant and allow a reasonable amount of time for that Teacher or Teacher Applicant to respond or correct any inaccurate information.
7. “Teacher Content” refers to any content or material of any kind uploaded or otherwise submitted by a Teacher to or through the Platform or provided by a Teacher during or in connection with a Lesson given through the Platform. As the Teacher, you are responsible for the submitted Teacher Content, including the accuracy thereof. Teacher Content does not necessarily reflect the opinion of Operator. By submitting Teacher Content, you grant to Operator a perpetual, non-exclusive, worldwide license to use all your submitted Teacher Content in any manner for the Purpose of the Platform, subject to the limitation that if you share Teacher Content privately in connection with a specific student interaction (e.g., sharing your curriculum with a particular student or students via the Platform’s messaging function or in the course of a particular lesson), we will not intentionally distribute such materials to people other than our employees and the intended recipients without your express instructions or consent to act otherwise. This license granted by you shall survive any termination or expiration of this Agreement. Operator reserves the right to moderate, remove, screen, edit, or reinstate Teacher Content from time to time at our sole discretion and without notice to you. For example, we may remove or edit Teacher Content on your Profile if we believe it violates this Agreement. We have no obligation to retain or provide you with copies of Teacher Content, nor do we guarantee any confidentiality with respect to Teacher Content.
The following is a partial list of the kind of Teacher Content that is illegal or prohibited on the Platform. Operator reserves the right to investigate and take appropriate legal action in its sole discretion against anyone who violates this provision, including without limitation, removing the offending communication from the Platform and terminating the membership of such violators. It includes, but is not limited to, Teacher Content that:
a. is patently offensive to the online community, such as content that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
b. harasses or advocates harassment of another person;
c. involves the transmission of “junk mail”, “chain letters,” or unsolicited mass mailing or “spamming”;
d. promotes information that you know is false, misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, profane, offensive, sexually oriented, racially offensive, defamatory or libelous;
e. promotes an illegal or unauthorized copy of another person’s copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated images, audio or video, or links to pirated images, audio or video files;
f. contains restricted or password only access pages, or hidden pages or images (those not linked to or from another accessible page);
g. provides material that exploits people under the age of 18 in a sexual or violent manner, or solicits personal information from anyone under the age of 18;
h. provides instructional information about illegal activities such as making or buying illegal weapons, violating someone’s privacy, or providing or creating computer viruses;
i. solicits passwords or personal identifying information for commercial or unlawful purposes from other users; and
j. engages in commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, and pyramid schemes.
8. “Teacher Profile” refers to the Teacher’s individual webpage within the Platform where the Teacher may upload his/her individual Teacher Content.
9. Recorded Lessons. A Student or Teacher may have the option of recording a Lesson. Prior to initiating any such recording, the student or Teacher seeking to record the Lesson must disclose to all others present in the Lesson that the Lesson will be recorded and obtain the consent of all such persons to the recording of the Lesson. In such a case, all parties present in the Lesson grant Operator the right to record their User Content within a Lesson to be stored and catalogued for later access the Purpose of the Platform.
10. Adequate Equipment and Bandwidth. Use of the Platform requires you to have a computer and webcam. We cannot guarantee that the Platform will function at any given time using any particular hardware or connection. Connectivity of a quality equal to or greater than the computer and webcam you use during your Initial Interview (defined below) with Operator is required. Connectivity greater than or equal to 500 kbps (upload and download speed) is the minimum required to use the Platform. If during your Initial Interview you are unable to demonstrate that your system and bandwidth are adequate to provide Lessons through the Platform, Operator may in its sole discretion refuse to allow you to provide Lessons through the Platform. Suggested minimum computer hardware requirements are below:
Supported OS Windows
10, 8.1, 8, 7, XP;
Mac: OS X 10.6 or higher;
Linux: Debian 7.0; Fedora Core 18, 19; openSUSE 12.2, 12.3; Red Hat 6.1, 6.3; Scientific Linux (SL) 6.1, 6.3; Ubuntu 12.04, 12.10, 13.04, 13.10
Recommended Configuration System
Core 2 Duo 2GHz; 2 GB RAM; 40 MB free disk space For HD: Graphics capabilities that support HD resolutions on one or more displays
Devices & Accessories
For details, see www.vidyo.com/services-support/technical-support/peripherals
Supported: Standard integrated webcams
Preferred: External USB webcams that support 720p30 and higher
Microphones and Speakers
Supported: Integrated system microphones and speakers, webcam microphones
Preferred: Headsets and speakerphones with integrated echo cancellation
Relationship between the Platform and Teacher. When you register with the Platform, accept this Agreement, and receive Operator’s approval to act as a Teacher, you become a Teacher. The Teachers referenced in this agreement and throughout the Platform are independent contractors offering services to students and are not employees of Operator.
a. Operator does not supervise Teachers or provide direction to Teachers concerning how to teach Lessons through the Platform, Teachers are not the agents of Operator, and Operator is not liable for the acts, errors, omissions, representations, warranties, breaches, or negligence of Teachers or from any personal injuries, death, property damage, or other damages or expenses resulting therefrom.
b. Operator recommends that Teachers purchase appropriate general liability and professional liability insurance prior to using the Platform.
c. As a Teacher, you set your own prices, availability, and schedule for the Lessons you offer students through the Platform.
d. Operator reserves the right to audit Lessons for Platform safety and stability purposes.
e. Operator reserves the right to delete your account or limit or deny you access to the Platform at any time for any reason.
f. Your punctuality is of the ultimate importance and is deemed of the essence concerning your use of the Platform for its intended Purpose (taking/giving Lessons).
g. Scheduling a Lesson. A student may choose from the list of available Lesson times on a Teacher’s schedule. Alternatively, a student may contact a Teacher to request other availability, and the Teacher may accept or deny the student’s availability request at the Teacher’s discretion.
A student may schedule a Lesson up to 24 hours prior to the Lesson time, subject to Teacher availability. If the Teacher and student agree to meet with less notice (i.e., if the Teacher invites the student to meet for a Lesson at a time less than 24 hours later), such generally is permitted by the platform.
h. Payment. Payment by the student is completed at the time of the Lesson booking for one or multiple lessons and is made to Lessonface.com, Inc. Payment by the student creates Platform credit, equivalent to the dollar amount paid at the time of booking, that the student may use with the Teacher or with other Teacher(s) or lesson product(s) on Lessonface.com (generally, the student must give at least 24 hours of notice prior to the time of the Lesson to be cancelled if the student seeks to switch from the originally booked Teacher/Lesson).
1. Upon a Lesson being successfully completed, the Teacher must acknowledge the Lesson from his/her dashboard on Lessonface to receive payment for the Lesson. Each Lesson must be acknowledged within four weeks of completion, or the corresponding money for that Lesson will be paid to Lessonface. Teachers will be notified by email of any Lessons that are awaiting acknowledgement for more than one week following Lesson completion. However, Lesson acknowledgement is the sole responsibility of the Teacher. We will initiate payment to Teachers each Friday for any unpaid lessons that have been acknowledged by the Teacher as of the day before, namely that Thursday at 11:59pm. Payment generally should be received by the Teacher within 2-3 days from initiation, after the first payment which may be held by our payment processor for longer (approximately a week).
2. As of February 19, 2016, Teachers can add their direct deposit information to their Lessonface account information and receive payment via payment processor Stripe (who actually maintains this direct deposit information).
3. The Teacher’s Lesson price may be discounted. Teachers may opt-out of discounts at any time including when they set up their profiles. Lessons booked with the Teacher at a discounted price prior to the Teacher opting out will be considered purchased at the lower rate.
i. Rescheduling/Cancellations. Lessons are intended to occur as scheduled. Lessons can be rescheduled with Appropriate Notice. Appropriate Notice is at least 24 hours prior to the scheduled Lesson time. In the case of rescheduling a Lesson, the rescheduling party must contact the other party to the Lesson through the Platform’s internal messaging service as soon as reasonably possible and at least 24 hours before the Lesson is scheduled to occur. Platform credit resulting from cancelled Lessons may be applied to purchase Lessons with Teachers on the Platform other than the originally booked Teacher, provided the timing of booking such other Lessons is in accordance with the scheduling timing laid out above in section (g).
j. Refunds. Any request for a refund of student payment for a Lesson (a “Refund”) will be handled on a case by case basis. Refunds of the Lesson price may be issued to a student in some circumstances, and in such a case funds may or may not be disbursed to a Teacher, on a case by case basis. In any such situation, if the Teacher and student can agree on a rescheduled Lesson time, and such rescheduled Lesson is completed with no further issues, funds will be disbursed to Teacher following Lesson completion.
1. If you are unable to provide a Lesson due to a student’s (i) inadequate hardware or (ii) inappropriate conduct, please contact Operator with an explanation of the circumstances. All such situations, and any discussions concerning Refunds stemming therefrom, will be handled on a case-by-case basis. If you believe student hardware is causing the problem, please include a screenshot of your computer’s bandwidth rating from <speedtest.net> with your explanation of the circumstances.
2. A student may seek a Refund for a Lesson cancelled by a Teacher, or the student may reschedule the Lesson with the Teacher. Teachers who repeatedly cancel Lessons without Appropriate Notice may have their Platform access limited/no longer be allowed to act as a Teacher, or may be denied access to the Platform.
k. Prior to disbursing the Teacher Payment Amount (defined below) to a Teacher for a Lesson, Operator will subtract and keep 15% of the amount paid by the student for the Lesson (the “Platform Fee”). Teacher and Operator agree that the Platform Fee is a payment made by Teacher to Operator for use of the Platform.
m. The amount disbursed to Teacher after reduction of the Platform Fee and any applicable payment processor fee or paper check fee is the “Teacher Payment Amount”. To be clear, the Teacher Payment Amount for each Lesson will be 85% of the Lesson price (as set by Teacher) minus any applicable fee paid to a third-party processor, or retained by Operator in the case of a paper check, associated with the disbursement of funds from the student via Operator to Teacher in connection with use of the Platform for a Lesson.
n. Your use of the Platform is at your own discretion, but you agree that your punctuality is of the essence concerning your use of the Platform. Being more than ten minutes late to or not attending a Lesson on more than one occasion is a material breach of this Agreement. Operator has the discretion to limit or permanently refuse your access to the Platform if you are repeatedly late in this manner or repeatedly do not attend Lessons without Appropriate Notice. Such refusals will be handled on a case-by-case basis.
o. Your performance as a Teacher may be reviewed by students who have taken Lessons with you through the Platform.
p. Operator reserves the right to delete your Teacher account or deny you access to the Platform at any time for any reason. Without limitation, Operator may limit your Platform access or deny you access to the Platform if you do not:
i. maintain an up-to-date calendar within your Teacher Profile;
ii. respond within 48 hours to requests for Lessons made by students through the Platform; or
iii. make a conspicuous note on your Teacher Profile if you will be out of town or otherwise unavailable for any extended period of time.
q. Teachers are responsible for reporting any income (and any qualified deductions to income) earned through the Platform to the appropriate state, federal and/or local taxing agencies in the Teacher’s applicable home jurisdiction. And Teachers are also solely responsible for collecting and remitting any sales tax and/or gross receipts tax to their respective state and/or local jurisdictions, if required (according to jurisdiction). The Teacher is responsible for complying with any income tax, sales tax and any other pertinent laws governing sales of Lessons in the Teacher’s home jurisdiction. Teacher is not an employee or any other kind of agent of Operator. Operator offers the Platform to Teachers in exchange for the Platform Fee. Teachers should direct any questions to their individual tax preparers.
Teacher is responsible for reporting any income to any third party who may be due a commission based on a contractual relationship with Teacher. Operator is not responsible for paying any commissions to any third parties.
r. The Lessonface Share referral program is governed by the terms accessible at this link, which are hereby incorporated in these Teacher Terms.
12. Your Interactions with Other Users.
a. You are solely responsible for your interactions with other Platform users, including without limitation Teachers, students, prospective Teachers, and prospective students. Operator makes no representations or warranties as to the conduct of Platform users and shall not be in any way liable for any conduct of any Platform user. You agree to take reasonable precautions in all interactions with other users of the Platform, particularly if you decide to meet any Platform user offline or in person. You should not provide your financial information (for example, your credit card or bank account information) to any other Platform user.
b. Release. You hereby release Operator from any and all claims, demands, damages (actual, consequential, nominal, punitive, or otherwise), equitable relief, and any other legal, equitable, and administrative remedy, of every kind and nature, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, past, present, or future, arising out of or in any way connected with your interaction with other users of the Platform. FURTHER, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH 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.”
OPERATOR HAS NO DUTY TO MONITOR COMMUNICATIONS AND/OR INTERACTIONS TAKING PLACE ON OR THROUGH THE PLATFORM.
SEXUALLY EXPLICIT MATERIAL IS NOT ALLOWED TO BE USED IN CONNECTION WITH OR TRANSMITTED THROUGH THE PLATFORM.
13. Initial Interview
a. Prior to offering your first Lesson through the Platform, you must have a brief interview via videoconference with Operator for no less than ten minutes (the “Initial Interview”) to demonstrate technical competence and musical proficiency.
b. If Operator in its sole discretion chooses to record the Initial Interview, Operator will ask for your consent to record the Initial Interview and to use the recording in connection with the promotion of the Platform. Your consent to the recording and use of the Initial Interview grants Operator consent to use your name and likeness and any performance of yours in the Initial Interview in connection with any such recording or an edited version thereof for promotion of your Profile and/or the Platform. Under no circumstances will Operator be obligated to record Teacher, edit any recording of Teacher, or make use of any recording of Teacher or any portion thereof. If Teacher objects to any such recording or edited recording, or any use thereof, Teacher should advise Operator within a reasonable time, and in such case Operator will cease using the recording within a reasonable period of time.
14. Teaching Children. Operator may in in some circumstances allow children to take Lessons through the Platform. Teachers who want to teach children must submit to a criminal background check prior to teaching children.
If your use of the Platform exposes any user under the age of 18 to sexually explicit material and Operator becomes aware of such conduct, we will report your conduct to the appropriate authorities as we are required to do by law. Additionally, other types of conduct in violation of this Agreement may be reported to the appropriate authorities as we deem appropriate on a case-by-case basis.
15. Your use of the Platform. You may use this Platform for lawful purposes only in accordance with the Purpose of this Platform. You may not aid others in doing anything that you are not permitted to do under the Agreement. You may not (1) submit or transmit through the Platform any content or material or (2) engage in any conduct, that Operator in its sole discretion deems:
a. violates or infringes the rights of others, including without limitation, patent, trademark, trade secret, copyright, privacy, publicity, or other proprietary rights;
b. is unlawful or is otherwise objectionable in our sole discretion, including without limitation materials or conduct that is threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, obscene, invasive of another’s privacy, pornographic or sexually explicit, or tortiously interferes with another;
c. forges email headers or otherwise disguises the origin of any communication;
d. sends unsolicited bulk messages within Platform’s messaging service;
e. uses automated “bots” to access or compile information posted in connection with the Platform;
f. victimizes or harasses, degrades, or intimidates any individual or group of individuals;
g. impersonates any person, business, or entity;
h. expresses or implies that any statements you make are endorsed by Operator without our specific prior written consent;
i. that any statements you make and/or conduct undertaken by you are endorsed by Operator without our specific prior written consent;
j. “frames” or “mirrors” any part of the Platform, without Operator’s prior written authorization. You also shall not use meta tags or code or other devices containing any reference to Operator or the Platform in order to direct any person to any other web site for any purpose;
k. modifies, adapts, sublicenses, translates, sells, reverse engineers, deciphers, decompiles or otherwise disassembles any portion of the Platform or any software used on or for the Platform, or cause others to do so;
l. encourages conduct that constitutes a criminal act or that gives rise to civil liability;
m. promotes any business other than the Platform or your services as offered through the Platform in accordance with the Purpose of the site; or
n. violates the Agreement or otherwise interferes with the rights of others.
16. You further agree that you will not post or transmit any image of another person without that person’s consent. You may not use the Platform in any manner that could damage, disable, overburden, or impair Operator’s servers, or interfere with any other party’s use and enjoyment of the Platform. You may not attempt to gain unauthorized access to any services or information to which you have not been granted access through password mining or any other process.
You may not use third-party software to record Lessons. Under no circumstances may you post recorded Lessons to a video-hosting website (such as YouTube or Vimeo). You may use Lessons only for the Purpose of the Platform (i.e., teaching learning music), and you may not use the Platform in an unduly personal manner unrelated to the Purpose of the Platform (e.g., stalking or harassing). Users who do not abide by this paragraph may have their access to the Platform limited or denied.
17. At our sole discretion, we may take any legal and technical remedies to prevent the violation of this Agreement and to otherwise enforce the Agreement.
19. You will not use the Platform to create business of any kind for yourself that takes place outside of the Platform.
20. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY / OTHER DISCLAIMERS. THE PLATFORM AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS, AND SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THIS PLATFORM ARE PROVIDED BY US ON AN “AS IS” AND “AS AVAILABLE” BASIS. OPERATOR MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE PLATFORM OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THIS PLATFORM.
TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, OPERATOR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. OPERATOR DOES NOT WARRANT THAT THIS PLATFORM AND ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THIS PLATFORM ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. OPERATOR DOES NOT WARRANT THAT THE PLATFORM AND SERVICES OFFERED THROUGH THE PLATFORM WILL NOT USE DATA THAT CAUSES YOU TO EXCEED ANY APPLICABLE RESTRICTIONS ON DATA USE IMPOSED BY YOUR INTERNET PROVIDER, MOBILE OR OTHERWISE.
EXCEPT IN JURISDICTIONS WHERE SUCH PROVISIONS ARE RESTRICTED, IN NO EVENT, AND UNDER NO LEGAL THEORY, INCLUDING WITHOUT LIMITATION NEGLIGENCE, WILL OPERATOR OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD PARTY PARTNERS OR SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PERSON FOR DAMAGES OF ANY KIND ARISING FROM THE USE OF THE PLATFORM, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, AND PUNITIVE DAMAGES, CONCERNING ANY ACT OR OMISSION INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST DATA, OR LOST USE OF THE PLATFORM, EVEN IF OPERATOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN CASES WHERE APPLICABLE LAW DOES NOT ALLOW THE ABOVE RELEASE OF LIABILITY, OPERATOR’S LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
IN NO EVENT SHALL OPERATOR OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD PARTY PARTNERS, LICENSORS, OR SUPPLIERS’ TOTAL LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, OR OTHERWISE), AND REGARDLESS OF THE FORM OF THE ACTION, EXCEED THE AMOUNT PAID BY YOU TO OPERATOR FOR USE OF THE PLATFORM IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO THE LIABILITY.
FURTHER, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH 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.”
Results Not Guaranteed. OPERATOR DOES NOT GUARANTEE ANY RESULTS FROM USE OF THE PLATFORM. OPERATOR DOES NOT ENDORSE ANY MUSIC PROGRAM OFFERED THROUGH THE PLATFORM. ANY STATEMENTS, GUARANTEES, OR OTHER INFORMATION THAT MAY BE PROVIDED TO YOU BY TEACHERS OR OTHER USERS OF THE PLATFORM ARE SOLELY ATTRIBUTABLE TO THE TEACHER OR USER. OPERATOR IS NOT LIABLE FOR ANY STATEMENTS OR GUARANTEES MADE BY TEACHERS OR OTHER USERS.
Operation and Content. OPERATOR IS NOT RESPONSIBLE FOR ANY INCORRECT OR INACCURATE CONTENT POSTED ON OR IN CONNECTION WITH THE PLATFORM, WHETHER CAUSED BY USERS OF THE PLATFORM, MEMBERS OR BY ANY OF THE EQUIPMENT OR PROGRAMMING ASSOCIATED WITH OR UTILIZED IN THE PLATFORM. OPERATOR ASSUMES NO RESPONSIBILITY FOR ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, USER COMMUNICATIONS. OPERATOR IS NOT RESPONSIBLE FOR ANY PROBLEMS OR TECHNICAL MALFUNCTION OF ANY TELEPHONE NETWORK OR LINES, COMPUTER ONLINE SYSTEMS, SERVERS OR PROVIDERS, COMPUTER EQUIPMENT, SOFTWARE, FAILURE OF EMAIL OR PLAYERS ON ACCOUNT OF TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ON THE INTERNET OR AT ANY WEBSITE OR COMBINATION THEREOF, INCLUDING INJURY OR DAMAGE TO USERS OR TO ANY OTHER PERSON'S COMPUTER RELATED TO OR RESULTING FROM PARTICIPATING OR DOWNLOADING MATERIALS IN CONNECTION WITH THE WEB AND/OR IN CONNECTION WITH THE PLATFORM.
User Conduct. OPERATOR IS NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE PLATFORM. UNDER NO CIRCUMSTANCES WILL OPERATOR OR ANY OF ITS AFFILIATES, ADVERTISERS, PROMOTERS, OR DISTRIBUTION PARTNERS BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING PERSONAL INJURY, OR DEATH, RESULTING FROM ANYONE'S USE OF THE PLATFORM, ANY CONTENT POSTED ON THE PLATFORM OR TRANSMITTED TO USERS, OR ANY INTERACTIONS BETWEEN USERS OF THE PLATFORM, WHETHER ONLINE OR OFFLINE. OPERATOR IS NOT RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING PERSONAL INJURY OR DEATH, RESULTING FROM ANY EVENTS OR ACTIONS OR ANY INTERACTION BETWEEN A USER OF THE PLATFORM AND ANY THIRD PARTY. OPERATOR CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE PLATFORM.
22. Choice of Law; Choice of Forum: Arbitration. This Agreement is governed by the law of the State of New York. Any and all disputes concerning your use of the Platform or this Agreement are subject to binding arbitration by a three-person panel in New York under the rules of the American Arbitration Association, which shall have exclusive jurisdiction over all claims between you and Operator relating to or arising out of your use of this Platform. The arbitrators’ award may be entered as a judgment in any court of competent jurisdiction.
23. Assignment. The Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Operator without restriction. Any assignment attempted to be made in violation of this Agreement shall be void.
24. Warranty. You expressly warrant that you are of majority age and have the capacity to enter into this Agreement, that any and all information (including without limitation Teacher Content) provided by you through the Platform is accurate and does not infringe onto the intellectual property rights of any other party, that your conduct and use of the Platform will conform with the terms of this Agreement, and that your use of the Platform will not infringe on the intellectual property rights or any other rights of any other party.
25. Indemnification. You agree to indemnify and hold Operator and any and all of Operator’s parent, subsidiaries, members, affiliates, officers, agents, licensors, partners, and employees harmless from any loss, liability, claim, damages, obligations, or demand, including reasonable attorney’s fees, made by any third party due to or arising out of your use of or interaction with the Platform including without limitation: (i) your violation or breach of this Agreement, (ii) your Teacher Content, (iii) any intellectual property infringement or other infringement of the rights of third parties caused by your interaction with the Platform, or (iv) any breach of your representations and warranties set forth above. Operator reserves the right (but has no obligation) to, at your expense, assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Operator. Operator will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
27. Severability. If any provision of this Agreement is deemed by a judge or tribunal body to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions.
28. Headings. The heading references herein are for convenience purposes only, do not constitute a part of this Agreement, and shall not be deemed to limit or affect any of the provisions hereof.
29. Claims. YOU AND OPERATOR AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE PLATFORM MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
30. Copyright Policy.
a. DMCA Notice. It is Operator’s policy to respond to clear notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act (“DMCA”). In addition, we will promptly terminate without notice the accounts of those determined by us in our sole discretion to be “repeat infringers”. If you are a copyright owner or an agent thereof, and you believe that any content hosted on the Platform infringes your copyrights, then you may submit a notification pursuant to the DMCA by providing Operator’s Copyright Agent, designated below, with the following information in writing (please consult your legal counsel or see 17 U.S.C. Section 512(c)(3) to confirm these requirements):
i. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
ii. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Platform are covered by a single notification, a representative list of such works at that site.
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 Operator to locate the material.
iv. Information reasonably sufficient to permit Operator to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted.
v. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
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 owner of an exclusive right that is allegedly infringed.
vii. Please note that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability. Please also note that Operator may, at our sole discretion, send a copy of such notices to a third-party for publication. For example, your letter (with personal information removed) may be forwarded to Chilling Effects (http://www.chillingeffects.org) for publication.
b. Counter Notice. If you elect to send us a counter notice, to be effective it must be a written communication that includes the following (please consult your legal counsel or see 17 U.S.C. Section 512(g)(3) to confirm these requirements):
i. Your physical or electronic signature.
ii. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled.
iii. A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled.
iv. Your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if your address is outside of the United States, for any judicial district in which Operator may be found, and that you will accept service of process from the person who provided notification under subsection (c)(1)(C) or an agent of such person.
v. Please note that under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability.
c. Designated Copyright Agent. Operator’s Designated Copyright Agent to receive notifications and counter-notifications of claimed infringement can be reached as follows:
i. Attn: Copyright Agent
63 Flushing Ave., Box 273
Building 280, Suite 504
Brooklyn, NY, 11205
ii. OR by email at: firstname.lastname@example.org
iii. OR by fax at: 888-388-3023
iv. For clarity, only DMCA notices should go to Operator’s Designated Copyright Agent. Any other feedback, comments, requests for technical support or other communications should be directed to Operator customer service through email@example.com. You acknowledge that if you fail to comply with all of the requirements of this section, your DMCA notice may not be valid.
d. Repeat Infringer. Please note that Operator will promptly terminate without notice any user’s or Member’s access to the Platform if that user or Member is determined by Operator to be a “repeat infringer.” A “repeat infringer” is a Platform user who has been notified by Operator of infringing activity violations more than twice and/or who has had their Teacher Content or any other user- submitted content removed from the Platform more than twice. In addition, Operator accommodates and does not interfere with standard technical measures used by copyright owners to protect their materials.
31. Blocking of IP Addresses / Users. In order to protect the integrity of the Platform, Operator reserves the right at any time in its sole discretion to block users from certain IP addresses from accessing the Platform. Additionally, Operator reserves the right to take appropriate measures to deny Platform access to any user who attempts to create a second Platform registration after being denied Platform access by Operator.
32. International Interactions. All amounts on the Platform are denominated in U.S. dollars, and exchange rates, which apply to international transactions and may change at any time, are applied by Operator’s third-party payment processors. At this time, those processors are Authorize.net (Students paying through Platform) and PayPal and Bank of America (Platform disbursing funds to Teachers).
33. Contacting Us. If you have questions or comments about the terms of this Agreement, please contact:
63 Flushing Ave., Box 273
Building 280, Suite 504
Brooklyn, NY, 11205