Terms of Service Agreement
Introduction
This Terms of Service Agreement (the "Agreement") is an agreement between you ("User" or "Client") and Commonforte Enterprises, LLC. ("Commonforte", "we", "us" or "our"). We provide our Clients with a website, tools and services directly and through use of the Artistry of Music Website and associated domain of www.artistyofmusic.com (the "Site") to facilitate Studio Management for Musicians. This Agreement explains our obligations to you, and your obligations to us. This Agreement is the entire Agreement between us. By using the Site in any way you are agreeing to comply with these terms, our Privacy Policy and any other legal notices or conditions or guidelines posted on the Site. Please read these terms carefully, as use of the Site constitutes your agreement to all such terms, notices and conditions of these terms. This Terms of Service Agreement is styled in singular for convenience, but apply to individuals and companies and other legal entities equally.
2. Registration
a. Use of the Site requires registration. During registration you agree to provide personal information such as your name, address, contact details, e-mail address and more. The information you provide when registering will be kept in the system's database. You are not required by law to provide such information, however without it you cannot use the services supplied.
b. You are requested to provide accurate information when giving the details and agree to provide correct information only.
c. By purchasing our services you declare and pledge that you are over 18 years old and have full legal capacity to complete such contractual action without need for permits or other consent.
d. When registering you will be asked to choose a username and password which will allow you to access your site with full administrative privileges. You should keep your username and password confidential to prevent others from abusing them. It is advised to change your password as often as possible. Every three months is optimal. You will also be required to provide an email address which is the only address relevant regarding password recovery.
3. Trial Period
You are entitled to use your Site during the trial period as published and periodically updated (by decision of Commonforte).
If a fixed period was set, the user can decide after the trial period, whether to continue to use the system and pay for a license to use it. We may change at any time the fixed period given.
During the trial period Sites will be assigned a sub-domain. We reserve all rights to cancel or suspend the use of any "sub-domain" at any time without reason. The user declares that he agrees and knows that all sub-domains are owned by us and that we may for any reason or no reason, at our sole discretion and without notice or liability to User or any third party, terminate or suspend the user's account and sub-domain, and remove or delete any content associated with the account, the user name and sub-domain immediately.
We may at any time change this condition and require the customer payment for continued use of the system. It is understood that we will not require payment for use prior to the change in this condition.
We may at our discretion place advertisements alongside free services, without prior notice.
We may block and / or delete any information from your system, if and when the customer fails to make payment at the end of this period including discontinued payment if possible in advance.
Customers that used the trial period for opening multiple sites for this period and using them commercially in an inappropriate manner are at risk that we will lock or delete these sites without notice.
We may send you several messages in different ways (email, text, etc.) during your trial period.
4. Payment Policy
a. Purchasing a product or service will be completed only after full payment is made.
b. Although we have reserved the right to change the prices for the services at any time, prices are guaranteed for pre-paid periods.
e. Payments may be made by check, credit card or automatic draft from your bank account. If you use our automatic draft service you expressly agree to authorize Commonforte to draft you bank account for the amount of fees owed on a monthly basis. The bank draft will occur on the day of the month you specify. Any change in the bank account information must be reported immediately to continue to provide and receive services on an ongoing basis and without service interruptions.
f. You agree that you are responsible to pay any charge back fees if a bank draft or credit card is declined for any reason, other than errors on our part, which would cause the fee to be charged.
k.. No proportional refund will be paid for services paid long-term in advance.
5. What We Own
a. All material and services provided on the Artistry of Music Website, and all material and services provided by or through Commonforte, its affiliates, subsidiaries, employees, agents, licensors or other commercial partners including, but not limited to, software, all informational text, software documentation, design of and "look and feel," layout, photographs, graphics, audio, video, messages, interactive and instant messaging, design and functions, files, documents, images, or other materials, whether publicly posted or privately transmitted as well as all derivative works thereof (collectively, the "Materials"), are owned by us or other parties that have licensed their material or provided services to us, and are protected by copyright, trademark, trade secret and other intellectual property laws. All Artistry of Music trademarks and service marks, logos, slogans and taglines are the property of Commonforte Enterprises. All other trademarks, service marks, logos, slogans and taglines are the property of their respective owners. Except as otherwise specifically provided herein, nothing should be construed as granting any license or right to use any trademarks, service marks, logos, slogans or taglines displayed on the Artistry of Music Web Site without our express written permission, or the express written permission of such third-party that may own the trademark, service mark, logo, slogan or tagline.
b. You are legally responsible for all information, data, text, music, sound, photographs, graphics, video, messages or other materials uploaded, posted or stored in connection with the use of your Artistry of Music Site. Commonforte does not own and is not responsible for your Content. You hereby grant Commonforte a worldwide, royalty-free, non-exclusive license to host and use the Content on your web site in order to provide you with the Services for your web site and hereby represent and warrant that you have all the rights necessary to grant us such license. You are responsible for any Content that may be lost or unrecoverable through your use of the Services. You are encouraged to archive your Content regularly and frequently.
6. Rights to Use What We Own
Subject to this Agreement, Commonforte hereby grants you a limited, revocable, non-transferable and non-exclusive license to use the Materials through a user identification reference provided on the Artistry of Music Website to the extent, and only to the extent, necessary to access and use the Services in accordance with the terms of this Agreement. This license does not permit you, and you agree not to: store, copy, reproduce, republish, modify, upload, post, translate, scrape, rent, lease, loan, sell, distribute, transfer, transmit, display, decompile, reverse engineer, reverse assemble, decipher or otherwise attempt to discover any programming code or any source code used in or with the Materials or otherwise distribute in any way the Materials other than as specifically permitted in this Agreement. You may not sell, assign, sublicense, grant a security interest in or otherwise attempt to transfer any right in the Materials, create derivative works based on or in any manner commercially exploit the Materials, in whole or in part, other than as expressly permitted in this Agreement. Any use of the Materials for any purpose other than as specifically permitted herein or without our prior consent or the prior written consent of our licensors, as applicable, is expressly prohibited. We reserve all rights not expressly granted in this Agreement.
7. Giving Us Access to Other Accounts and Services
Some of our Services may require you to give us access to or require you to provide login information and password information for accounts or services you may have with third party providers. When you provide this information to us or give us access to these third party accounts you agree that you have read all contracts and written agreements governing such access, login information and passwords and that you have all the necessary contractual and legal rights to give us such access, login information and passwords.
8. Comments and Feedback
Any questions, comments, suggestions, ideas, feedback, or other information provided by you to us (Comments) are not confidential and you hereby grant us a worldwide, perpetual, irrevocable, royalty-free license to reproduce, display, perform, distribute, publish, modify, edit or otherwise use such Comments as we deem appropriate, for any and all commercial and/or non-commercial purposes, in our sole discretion.
9. Monitoring What You Provide Us
Commonforte may, but has no obligation to, monitor Content on the Site or websites created using our Services. We may disclose any information necessary or appropriate to satisfy our legal obligations, protect Commonforte Enterprises or its customers, or operate the Services properly. Commonforte, in its sole discretion, may refuse to post, remove, or require you to remove, any Content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement. Commonforte may, in its discretion, also require you to place all or any portion of the Content behind password protection. If Commonforte has requested Content be placed or has placed Content behind password protection, you may not publish the password or similar information in any way that limits the effectiveness of the password. If Commonfote requests that you place any Content behind password protection and you fail to do so promptly, Commonforte Enterprises may (a) place such Content behind password protection itself, or (b) immediately terminate this Agreement.
10. Rules
You hereby certify that you are at least 18 years of age.
You will ensure the email address provided in your account registration is valid at all times and will keep your contact information accurate and up-to-date.
You will not use the Services or Materials for any unlawful purposes or to conduct any unlawful activity, including, but not limited to, fraud, embezzlement, money laundering or insider trading, human trafficking, or distribution of any legal or illegal pornographic material.
d. You will not use the Services or Materials if you are located in a country embargoed by the U.S., or are on the U.S. Treasury Department's list of Specially Designated Nationals.
e. You will not use the Services or Materials to impersonate another person.
f. You will not imply or state, directly or indirectly, that you are affiliated with or endorsed by Commonforte or Artistry of Music without our express written permission.
g. You may not send unsolicited messages (also known as junk mail or SPAM) to promote any website published on the Site.
h. You may not upload, post, email, transmit or otherwise make available or initiate any Content that contains software viruses, worms, Trojan horses or any other computer code, files or programs that interrupt, destroy or limit the functionality of the Services or the Materials or that may impact the ability of any Artistry of Music user to access the Services.
You will not access the Services through automated methods. The Services may only be used or accessed through an electronic device through manual control at all times.
j. You may not upload individual files larger than 20MB, except audio files which may be up to 168MB.
k. You may not send messages using the Services which do not correctly identify the sender and you may not alter the attribution of origin in electronic mail messages or postings.
l. You will not share your password, let anyone else access your account, or do anything that might jeopardize the security of your account. You will not attempt to or actually access the Services or Materials by any means other than through the interfaces provided by the Artistry of Music Website.
m. You will not attempt to or actually override any security component included in or underlying the Materials or Services.
n. You will not attempt or engage in any action that directly or indirectly interferes with the proper working of or places an unreasonable load on Artistry of Music’s infrastructure.
o. You will not publish Content, or links to Content, that is:
i. Pornographic, sexually explicit, vulgar, or violent in nature.
]ii. Illegal (including stolen copyrighted material and material that infringes or has the potential to infringe the intellectual property rights of another).
iii. Reasonably likely to cause harm, or that could be reasonably considered as slanderous or libelous.
iv. Breaches another person’s privacy.
p. You will not publish Content that is spam, is machine- or randomly-generated, and/or contains unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing), or mislead recipients as to the source of the material (such as spoofing).
q. You verify that your country of residence is the same as your billing address. Commonforte may determine in its sole discretion whether or not an account is in violation of any of these policies. Violation of any of these policies may result in user information tracking with such information being stored to identify the offending user. Offending users may be permanently restricted from holding an account or using the Services. If Commonforte reasonably determines that your Artistry of Music account is being used for illegal or fraudulent activity then your account may be immediately terminated and your financial data erased. We may also report you to law enforcement officials in the appropriate jurisdictions.
11. Selling Through your Artistry of Music Account.
a. Some of our Services may offer you the opportunity to invoice for lessons and to sell durable goods and services ("Products") through your Site hosted on Artistry of Music. We are merely providing the platform for sellers to negotiate and complete transactions for these Products. You take full responsibility for any services and products you sell including any sales tax related to the purchase or sale of any product or service from your Site.
b. We do not control, endorse and are not responsible for your sales, and we will never be liable for any loss or harm caused by them. You are solely responsible for the services and/or product sold on you Site.
c. You are solely responsible for the consequences of selling taxable tangible property and/or services. This includes your Sales and Use Tax Compliance. You understand that some states, like Texas, consider it a crime to collect sales tax without a permit. Therefore you agree to the following:
i. You are solely responsible to know what is taxable in your jurisdiction, the correct tax rate to collect and how and when to remit it. You take full responsibility for all taxes and fees of any nature associated with Products or Services, including any sales tax related to the purchase or sale of Commercial Products.
ii. You will obtain a Sales and Use Tax permit as soon as you realize that you will be selling taxable tangible personal property (TPP) or taxable services.
iii. When purchasing or selling Products, it is your responsibility to determine whether or not sales taxes apply to a transaction and to collect, report and remit the correct amounts to the appropriate taxing authority.
iv. Commonforte Enterprises, LLC is not responsible for your Sales and Use Tax Compliance to include the collection or remitting the tax to the appropriate taxing authority.
d. You may not offer or sell illegal or potentially illegal Products, including those that are counterfeited, stolen or fraudulent. Products sold using the Services must comply with all applicable laws, including Products sold to individuals outside of the U.S. Items identified as not for distribution within the United States may not be sold using the Service.
e. You may not offer or sell Products that infringe or have the potential to infringe the intellectual property rights or proprietary rights of another.
f. You may not offer or sell any Products that we, in our discretion, determine are inappropriate, offensive, pornographic, sexually explicit or violent.
g. You may not offer or sell any Products that are manufactured as, or primarily intended to be used as, weapons, including firearms, restricted devices or ammunition. We reserve the right to determine, in our sole discretion, whether Products constitutes as weapons for purposes of this Agreement.
h You may not offer or sell any Commercial that infringe upon or have the potential to infringe upon an individual’s privacy or that may be libelous, slanderous or otherwise defamatory.
i. You may not use images or names of any third party (including notable personalities or celebrities) when offering or selling Products without first obtaining that third party’s permission. Without limiting anything else in this Agreement, we may immediately remove Content related to the offer or sale of Products in violation of this Agreement. If you sell a Product (without third party permission) using our Services, then you must, upon our request, (i) use commercially reasonable efforts to stop the delivery of the Products to the buyer, or (ii) pay a refund for such Products to the buyer.
j. You may use the credit card processing service provided by a third party to process payments for products and services from you clients. Proceeds from these transactions will be deposited directly to your bank account, less the credit card processing fees charged by the third party provider (Currently 2.9% plus $0.30 per transaction). If you choose to use this service you agree to the following:
i. You will provide your bank account information to include name of bank, type of account, routing id and bank account number.
ii. You will be responsible for the accuracy of bank account information provided by you and will be responsible for payment of any charge back charges incurred by Commonforte as a result of any inaccurate information furnished by you.
iii. You will be responsible for any refunds or charge backs resulting from your use of the third party credit card processing service. You agree that Commonforte authorized to draft any refunds or charge backs on your transactions from your bank account.
12. Termination
a. Services may be terminated by us, without cause, at any time.
b. Services may be terminated by you, without cause, by emailing Commonforte.
c. Commonforte may terminate Services at any time, without penalty and without notice, if you fail to comply with any of the terms of this Agreement or the intellectual property protections applicable to these Services.
d. Notice of termination of Services by Commonforte may be sent to the contact e-mail associated with your account. Upon termination, Commonforte has the right to delete all data, files, or other information that is stored in your account.
13. Errors and Access to your Site
You are solely responsible for the accuracy and appropriateness of all data and content within your website; including sales tax calculations, product pricing, product descriptions, shipping charges, contact information, email communications, and electronic payment processing. You further understand that you are solely responsible to know what is taxable in your jurisdiction, the correct sales or use tax rate to collect and how and when to remit it. Commonforte will not be held responsible for any inaccurate information and any potential damages caused by such inaccuracies. You further understand that Commonforte may not maintain copies of files or documents that are sent by you and that you are solely responsible for backing up this data.
14. Third Party Websites; Third Party Services; No Implied Endorsement
The Site may contain links to other web sites owned by third parties ("Third Party Sites"). Please note that when you click on any of these links, you are entering another website for which we have no responsibility or control. You may also have the ability through the Site to login to accounts that you have for services provided by third parties ("Third Party Services") or to link accounts for Third Party Services to your Artistry of Music account. Commonforte is not responsible for any activity occurring within Third Party Services, even if logged in through or linked to a Artistry of Music account. You agree that we shall not be responsible for any loss or damage of any sort incurred as a result of your use of any Third Party Sites and/or Third Party Services, whether or not you were linked to or directed to a Third Party Site or Third Party Service through the Site. You acknowledge that Third Party Sites and Third Party Services may be subject to the applicable third party provider’s terms of service, and you are solely responsible for reviewing and complying with any such terms of service. In no event shall any reference on the Site to any third party, third party website or third party product or service be construed as an approval or endorsement by us of that third party, third party website or of any product or service provided by a third party.
15. Disclaimer of warranty
The site, services and materials are provided as is and as available with all faults and without any warranty of any kind, express or implied. To the fullest extent permissible under applicable law Commonforte and its licensors disclaim all warranties of any kind, either express or implied, including, but not limited to, any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement without limiting the foregoing. Neither Commonforte nor its licensors warrant that access to the site, the materials and/or the services available on or through the site will be uninterrupted or error-free, or that defects, if any, will be corrected; nor does Commonforte or its licensors make any representations about the accuracy, reliability, currency, quality, completeness, usefulness, performance, security, legality or suitability of the services, the materials or the site. You expressly agree that your use of the site and your reliance upon the services and/or the materials is at your sole risk. In addition, Commonforte is not responsible, and makes no representations or warranties for the delivery of any messages (such as emails, posting of answers or transmission of any other user generated content) sent through the site to anyone. In addition, you acknowledge and agree that any data, information, content or materials contained in or made available in connection with the services is not intended as a substitute for, the knowledge, expertise, skill and judgment of tax, legal or other professionals. The services do not provide tax or legal advice. You are responsible for obtaining such advice. Further, Commonforte and its licensors make no representation or warranties that the services or the materials or the site are appropriate or available for use in all geographic locations. If you use the site, the services or the materials outside the United States of America, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Neither Commonforte nor any third party providers, partners or affiliates warrant that the site, its servers the materials or the services or any e-mail sent from the site or any third party providers, partners or affiliates are free of viruses or other harmful components. This agreement applies solely to the site.
16. Limitation of Liability
a. We offer a wide range of tools that clients can use on their Sites, and they are given as they are ("is"). We reserve the right to decide whether to add tools to the system, but the client will not have the option to require things that the system does not support. We will make every effort to develop and upgrade the system - according to client requests, but we are not obligated to do so.
b. We may shut down the system, and change from time to time its structure, system appearance and availability of services and content provided without the need for prior notice. Clients will have no claim or demand against the Provider in connection therewith.
c. We do not warrant that the service provided by the system and the server will not be interrupted without malfunction and / or will be immune from unauthorized access to its computers, damages or malfunctions, failures in hardware, software or the company’s communication lines or those of its Providers or harm by any reason otherwise. We will not be liable for any direct or indirect damage, pain and suffering etc. caused to you or your property as a result. We will make every effort to keep the service uninterrupted.
d. The information you submit to the system will be exposed to all Internet users and perhaps to additional information means. Be careful when providing your personal information (such as address or telephone number) and so in responses to inquiries received through use of the system or posting of your information there. Remember: You need to implement the same measure of caution while delivering information and receiving applications as when establishing contact, when it is done not through the Internet.
e. Payment for the use of the system does not make the payer owner or holder of the property or person responsible for our system, including the system source code in any way.
17. Termination/Exclusion
We may modify, replace, refuse access to, suspend or discontinue the Services, partially or entirely, or add, change and modify prices for all or part of the Services for you or for all our users at any time and in our sole discretion. All of these changes shall be effective upon their posting on the Site or by direct communication to you unless otherwise noted. We further reserve the right to withhold, remove and or discard any content available as part of your account, with or without notice if deemed by us to be contrary to this Agreement. For avoidance of doubt, Commonforte has no obligation to store, maintain or provide you a copy of any content that you or other users provide when using the Services.
18. Indemnification
To the fullest extent permitted by law, you agree to indemnify, hold harmless, and defend Commonfote and its licensors, suppliers, officers, directors, employees, agents, affiliates, subsidiaries, successors and assigns (collectively "Indemnified Parties") from and against any and all liability, loss, claim, damages, expense, or costs (including but not limited to attorneys' fees), incurred by or made against the Indemnified Parties in connection with any claim arising from or related to (i) your use (or anyone using your accounts) use of the Services, the Site or the Materials, (ii) your Content, or (iii) any Products you offer on or through the Site or using our Services. This includes, but is not limited to, any breach or violation of this Agreement by you or anyone utilizing your account. You agree to fully cooperate at your expense as reasonably required by an Indemnified Party. Each Indemnified Party may, at its election, assume the defense and control of any matter for which it is indemnified hereunder. You shall not settle any matter involving an Indemnified Party without the consent of the applicable Indemnified Party.
19. Amendments
We reserve the right, in our sole discretion, to modify or replace any part of this Agreement at any time, effective upon the date of the change. In the event of any such change, we will post a notice on the Site that we have changed this Agreement. If you have an account on the Artistry of Music website, we may (but are not required to) provide you with notice via the email address that we have on file for you that we have changed this Agreement. You and we both understand that sometimes there are issues with email communication. We are not responsible if any email notice gets caught by your SPAM filter and you do not see it, if you have given us the wrong email address (or failed to update your address) or if there are other communications issues that prevent email from reaching you. Therefore, we encourage you to frequently visit this page periodically to monitor any changes. Your continued use of or access to the Services following the posting of any changes to this Agreement constitutes acceptance of those changes.
We may also, in the future, offer new services and/or features through Site (including the release of new tools and resources). For the avoidance of doubt, such new features and/or services shall be subject to the terms and conditions of this Agreement.
20. Disputes
The formation, interpretation and performance of this Agreement and any disputes arising out of it shall be governed by the substantive and procedural laws of the state of Texas without regard to its rules on conflicts or choice of law and, to the extent applicable, the laws of the United States of America. The exclusive jurisdiction and venue for actions related to the subject matter hereof shall be the state and federal courts located in Austin, Texas, and you hereby submit to the personal jurisdiction of such courts. You hereby waive any right to a jury trial in any proceeding arising out of or related to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
21. Privacy
We encourage you to read the Privacy Policy, and to use the information it contains to help you make informed decisions. Please also note that certain information, statements, data and content (such as photographs) which you post to the Site are likely to reveal your gender, ethnic origin, nationality, age, and/or other personal information about you. You acknowledge and agree that your submission of such information is voluntary on your part. Further, you acknowledge, consent and agree that we may access, preserve, and disclose your registration and any other information you provide if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary in our opinion Disclosures of user information to third parties are further addressed in the Privacy Policy.
22. Other
You acknowledge that a violation or attempted violation of any of this Agreement will cause such damage to Commonforte Enterprises as will be irreparable, the exact amount of which would be impossible to ascertain and for which there will be no adequate remedy at law. Accordingly, you agree that Commonforte shall be entitled as a matter of right to an injunction issued by any court of competent jurisdiction, restraining such violation or attempted violation of these terms and conditions by you, or your affiliates, partners, or agents, as well as to recover from you any and all costs and expenses sustained or incurred by Commonforte Enterprises in obtaining such an injunction, including, without limitation, reasonable attorney's fees. You agree that no bond or other security shall be required in connection with such injunction. In no event shall you be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Artistry of Music website, the exploitation of any advertising or other materials issued in connection therewith, or the exploitation of the Site or any content used or displayed through the Site. In no event will Commonforce be responsible or liable to you or anyone else for any loss or harm as a result of your sales, and/or lack of compliance with your Federal and/or State and Local Tax responsibilities, Sales and Use Tax included.
23. Miscellaneous
a. If any portion of this Agreement is found to be unenforceable, the remaining portion will remain in full force and effect.
b. If we fail to enforce any of this Agreement, it will not be considered a waiver.
c. Any amendment to or waiver of this Agreement must be made in writing and signed by us.
d. You will not transfer any of your rights or obligations under this Agreement to anyone else without our prior written consent.
e. All of our rights and obligations under this Agreement are freely assignable by us in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise. This Agreement does not confer any third party beneficiary rights. A printed version of this Agreement and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
