Terms and Conditions
PianoTrax,
LLC. (“PianoTrax”) provides our website
located at www.PianoTrax.com (
Agreement to Terms
By using our Services, you agree to be bound by these Terms. If
you don’t agree to be bound by these Terms, do not use the Services.
Changes to Terms or Services
We may modify the Terms and Conditions at any time, in our sole
discretion. If we do so, we’ll let you know either by posting the modified
Terms on the Site or through other communications. It’s important that you
review the Terms whenever we modify them because if you continue to use the
Services after we have posted modified Terms on the Site, you are indicating to
us that you agree to be bound by the modified Terms. If you don’t agree to be
bound by the modified Terms, then you may not use the Services anymore. Because
our Services are evolving over time we may change or discontinue all or any
part of the Services, at any time and without notice, at our sole discretion.
The Terms are determined to have been in effect since the date designated
above.
Arbitration Notice
Unless you opt out of arbitration within 30 days of the date you
first agree to these terms by following the opt-out procedure specified in the
“Arbitration” section below, and except for certain types of disputes described
in the “Arbitration“ section below, you agree that disputes between you and PianoTrax will be resolved by binding, individual
arbitration and you are waiving your right to a trial by jury or to participate
as a plaintiff or class member in any purported class action or representative
proceeding.
Who May Use the Services
Eligibility
You may use the Services only if you are 13 years or older and are
not barred from using the Services under applicable law. To make a purchase via
the Services (described in the Section titled “Purchases” below), you must be
18 years or older and capable of forming a binding contract.
Registration and Your Information
If you want to use certain features of the Services you’ll have to
create an account (“Account”). You can do this via the App or the Site. It is
important that you provide us with accurate, complete and up-to-date
information for your Account and you agree to update such information, as
needed, to keep it accurate, complete and up-to-date. If you don’t, we might
have to suspend or terminate your Account. You agree that you won’t disclose
your Account password to anyone and you’ll notify us immediately of any unauthorized
use of your Account. You’re responsible for all activities that occur under
your Account, whether or not you know about them.
Using the Services
Through the Services, users can select from a variety of options and controls to create customized PianoTrax for practice or performance sessions. You can also use the paid functionality of the Services to utilize the enhanced functionality or broader title collections of the Services, described in further detail under the Section titled “Purchases” below.
Not all activities described on the Services are suitable for everyone. Do not use the Services while driving, operating heavy machinery, or performing other tasks that require attention and concentration. You understand and agree that you are solely responsible for your use of the Services.
Purchases/Fees
PianoTrax offers certain enhanced features of the Services and/or usage of collections of titles that you can purchase as a monthly or yearly subscription (“Subscription”). Prior to your purchase, a limited use of the Services may be used by you that will promote and market the full enhanced Services of the Subscription to you. A description of features associated with Subscriptions is available via the Services. The amounts due and payable by you for a Subscription that you purchase through the Services will be presented to you before you place your order. If you choose to purchase a Subscription via the Services, you agree (a) to pay the applicable fees and any taxes; (b) that PianoTrax may charge your credit card for verification, pre-authorization and payment purposes if you purchase via the site, or if you purchase via the App, charge your account with the app store or distribution platform (like the Apple App Store or Google Play) where the App is made available (each, an “App Provider”); and (c) to bear any additional charges that your App Provider, bank or other financial service provider may levy on you as well as any taxes or fees that may apply to your order. You’ll receive a confirmation email after we confirm the payment for your order. Your order is not binding on PianoTrax until accepted and confirmed by PianoTrax. All payments made are non-refundable and non-transferable except as expressly provided in these Terms.
Subscriptions Automatically Renew Until You Cancel and How to Cancel Your Subscription
All amounts are payable and charged for monthly or yearly subscriptions, at the beginning of the subscription and, because each such subscription renews automatically for an additional period equal in length to the expiring subscription term until you cancel it, at the time of each renewal until you cancel. You must cancel your monthly or yearly Subscription before it renews to avoid the billing of the fees for the next Subscription period. If you purchase your Subscription via an App Provider, you can cancel the renewal of your subscription with the App Provider. You will not receive a refund for the fees you already paid for your current subscription period and you will continue to receive the Services ordered until the end of your current Subscription period.
If you have any concerns or objections regarding charges, you agree to raise them with us first and you agree not to cancel or reject any credit card or App Provider charges unless you have made a reasonable attempt at resolving the matter directly with PianoTrax. PianoTrax reserves the right to not process or to cancel your order in certain circumstances, for example, if your credit card is declined, if we suspect the request or order is fraudulent, or in other circumstances PianoTrax deems appropriate in its sole discretion. PianoTrax also reserves the right, in its sole discretion, to take steps to verify your identity in connection with your order. PianoTrax will either not charge you or refund the charges for orders that we do not process or cancel.
Changes to Price Terms
PianoTrax reserves
the right to change its pricing terms for Subscriptions at any time and PianoTrax will notify you in advance of such changes
becoming effective. Changes to the pricing terms will not apply retroactively
and will only apply for Subscription renewals after such changed pricing terms
have been communicated to you. If you do not agree with the changes to PianoTrax pricing terms then you may choose not to renew
your Subscription in accordance with the section “Subscriptions Automatically
Renew Until You Cancel and How to Cancel Your Subscription.”
No Obligation for Future
Functionality
You agree that your purchases are not contingent on the delivery
of any future functionality or features, or dependent on any oral or written
public comments made by PianoTrax regarding future
functionality or features.
Deemed Usage of Services thru Subscription Term
All purchases are strictly for the Services provided at that time
and deemed to have been used by you ratably throughout during the term of your
subscription, whether monthly or yearly, regardless of whether or not you
actually used the Services.
Feedback
We welcome feedback, comments and suggestions for improvements to
the Services (“Feedback”). You can submit Feedback by contacting us at
[email protected]. You grant to us a non-exclusive, worldwide, perpetual,
irrevocable, fully-paid, royalty-free, sublicenseable
and transferable license under any and all intellectual property rights that
you own or control to use, copy, modify, create derivative works based upon and
otherwise exploit the Feedback for any purpose.
Content and Content Rights
For purposes of these Terms, (i)
“Content” means text, graphics, images, music, software, audio, video, works of
authorship of any kind, and information or other materials that are posted,
generated, provided or otherwise made available through the Services; and (ii)
“User Content” means any Content that users (including you) provide to be made
available through the Services. Content includes without limitation User Content.
Content Ownership
PianoTrax does not
claim any ownership rights in any User Content and nothing in these Terms will
be deemed to restrict any rights that you may have to use and exploit your User
Content. Subject to the foregoing, PianoTrax and
its licensors exclusively own all right, title and interest in and to the
Services and Content, including all associated intellectual property
rights. You acknowledge that the Services and Content are protected by
copyright, trademark, and other laws of the United States and foreign
countries. You agree not to remove, alter or obscure any copyright, trademark,
service mark or other proprietary rights notices incorporated in or
accompanying the Services or Content. You agree not to use any copyrighted Content
in any manner that is not specifically permitted.
Rights in User Content Granted by You
By making any User Content available through Services you hereby
grant to PianoTrax a non-exclusive, transferable, sublicenseable, worldwide, royalty-free license to use,
copy, modify, create derivative works based upon, distribute, publicly display,
publicly perform and distribute your User Content in connection with operating
and providing the Services and Content to you and to other users.
Rights in Content Granted by PianoTrax
Subject to your compliance with these Terms, PianoTrax grants you a limited, non-exclusive, non-transferable, non-sublicenseable license to download, view, copy and display the Content solely in connection with your permitted use of the Services and solely for your personal purposes. The artistic community depends upon people adhering to Copyright Law. Violation hurts composers, lyricists, publishers, recording artists, and companies striving to develop innovative products that serve artists. As with all streaming models, royalties are paid on subscription revenue, based on "streams" or actual use of each recording.
Rights and Terms for Apps
Rights in App Granted by PianoTrax.com
Subject to your compliance with these Terms, PianoTrax
grants you a limited non-exclusive, non-transferable, non-sublicenseable
license to download and install a copy of the App on a mobile device or
computer that you own or control and to run such copy of the App using the
Services solely for your own personal non-commercial purposes except as
designated in the Use of Content and Services for Public and Commercial
Purposes below. PianoTrax reserves all rights in and
to the Services not expressly granted to you under these Terms.
You may not copy the Services, except for making a reasonable number of copies
for backup or archival purposes. Except as expressly permitted in these Terms,
you may not: (i) copy, modify or create derivative
works based on the Services; (ii) distribute, transfer, sublicense, lease, lend
or rent the Services to any third party; (iii) reverse engineer, decompile or
disassemble the Services; or (iv) make the functionality of the Services
available to multiple users through any means.
Use of Content and Services for Public and Commercial Purposes
You may use the Content and Services for limited public usage
(such as live auditions). However, if you use the Content and Services for
widespread public usage for commercial purposes (such as live for-fee
performances), you must register such usage with Rumblefish
(http://rumblefish.com) and pay the prescribed royalty fees due, as
administered by Rumblefish. Any public commercial
usage for which you have not registered and paid the appropriate royalty fees
due may result in immediate termination of your account without refund, and PianoTrax reserves the right to further prosecute such
copyright violation.
User Prohibitions
You agree not to do any of the following:
·
Post, upload, publish, submit
or transmit any Content that: (i) infringes,
misappropriates or violates a third party’s patent, copyright, trademark, trade
secret, moral rights or other intellectual property rights, or rights of
publicity or privacy; (ii) violates, or encourages any conduct that would
violate, any applicable law or regulation or would give rise to civil
liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is
defamatory, obscene, pornographic, vulgar or offensive; (v) promotes
discrimination, bigotry, racism, hatred, harassment or harm against any
individual or group; (vi) is violent or threatening or promotes violence or
actions that are threatening to any person or entity; or (vii) promotes illegal
or harmful activities or substances;
·
Copying, redistributing,
reproducing, “ripping”, recording, transferring, performing or displaying to
the public (other than described above in Use of Content and Services for
Public and Commercial Purposes), broadcasting, or making available to the
public any part of the Services or the Content, or otherwise making any use of
the Services or the Content which is not expressly permitted under the Terms or
applicable law or which otherwise infringes the intellectual property rights
(such as copyright) in the Services or the Content or any part of it;
·
Reverse-engineering,
decompiling, disassembling, modifying, or creating derivative works based on
the Services, Content or any part thereof;
·
Circumventing any technology
used by PianoTrax, its licensors, or any third party
to protect the Content or the Services;
·
Selling, renting, sublicensing
or leasing of any part of the Services or the Content;
·
Use, display, mirror or frame
the Services, or any individual element within the Services, PianoTrax name, any PianoTrax trademark,
logo or other proprietary information, or the layout and design of any page or
form contained on a page, without PianoTrax express
written consent;
· Access, tamper with, or use non-public areas of the Services, PianoTrax computer systems, or the technical delivery systems of PianoTrax providers;
·
Attempt to probe, scan, or test
the vulnerability of any PianoTrax system or network
or breach any security or authentication measures;
·
Avoid, bypass, remove,
deactivate, impair, descramble or otherwise circumvent any technological
measure implemented by PianoTrax or any of PianoTrax providers or any other third party (including
another user) to protect the Services;
·
Attempt to access or search the
Services or download Content from the Services through the use of any engine,
software, tool, agent, device or mechanism (including spiders, robots,
crawlers, data mining tools or the like) other than the software and/or search
agents provided by PianoTrax or other generally
available third party web browsers;
·
Send any unsolicited or
unauthorized advertising, promotional materials, email, junk mail, spam, chain
letters or other form of solicitation;
·
Use any meta tags or other hidden
text or metadata utilizing a PianoTrax trademark,
logo URL or product name without PianoTrax express
written consent;
·
Use the Services for any
commercial purpose or the benefit of any third party or in any manner not
permitted by these Terms;
·
Forge any TCP/IP packet header
or any part of the header information in any email or newsgroup posting, or in
any way use the Services to send altered, deceptive or false source-identifying
information;
·
Attempt to decipher, decompile,
disassemble or reverse engineer any of the software used to provide the
Services;
·
Interfere with, or attempt to
interfere with, the access of any user, host or network, including, without
limitation, sending a virus, overloading, flooding, spamming, or mail-bombing
the Services;
·
Collect or store any Personally
Identifiable Information from the Services from other users of the Services
without their express permission;
·
Impersonate or misrepresent
your affiliation with any person or entity;
·
Violate any applicable law or
regulation; or
· Encourage or enable any other individual to do any of the foregoing.
Although we’re not obligated to monitor access to or use of the Services or Content or to review or edit any Content, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms, and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any Content to be objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
Links to Third Party Websites or Resources
The Services and App may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party websites or resources.
Service limitations and modifications
PianoTrax will make reasonable efforts to keep the Services operational. However, certain technical difficulties or maintenance may, from time to time, result in temporary interruptions. To the extent permissible under applicable law, PianoTrax reserves the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions and features of the Services, with or without notice, all without liability to you, except where prohibited by law, for any interruption, modification, or discontinuation of the Services or any function or feature thereof. You understand, agree, and accept that PianoTrax has no obligation to maintain, support, upgrade, or update the Services, or to provide all or any specific content through the Services. This section will be enforced to the extent permissible by applicable law. PianoTrax and/or the owners of any Content may, from time to time, remove any such Content without notice to the extent permitted by applicable law.
Termination
If you purchase a subscription via an App Provider (App Store, Itunes, Google Play), you must cancel your subscription with that app provider directly. For directions on how to cancel your subscription on the App Store, please go here. Upon any termination, discontinuation or cancellation of Services or your Account, all provisions of these Terms which by their nature should survive will survive, including, without limitation, ownership provisions, warranty disclaimers, limitations of liability, and dispute resolution provisions.
Warranty Disclaimers
The services and content are provided “as is,” without warranty of any kind. Without limiting the foregoing, we explicitly disclaim any warranties of merchantability, fitness for a particular purpose, quiet enjoyment or non-infringement and any warranties arising out of course of dealing or usage of trade.
We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any Content.
Indemnity
You will indemnify and hold harmless PianoTrax and its members, officers, directors, employee and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your access to or use of the Services or Content or (ii) your violation of these Terms.
Limitation of Liability
Neither PianoTrax nor any other party involved in creating, producing, or delivering the services or content will be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data or goodwill, service interruption, computer damage or system failure or the cost of substitute services arising out of or in connection with these terms or from the use of or inability to use the services or content, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not PianoTrax has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you.
In no event will PianoTrax total liability arising out of or in connection with these terms or from the use of or inability to use the services or content exceed the amounts you have paid to PianoTrax for use of the services or content or one hundred dollars ($100), if you have not had any payment obligations to PianoTrax, as applicable. The exclusion and limitations of damages set forth above are fundamental elements of the basis of the bargain between PianoTrax and you.
Dispute Resolution
Governing Law
These Terms and any action related thereto will be governed by the laws of the State of New York without regard to its conflict of laws provisions.
Agreement to Arbitrate
You and PianoTrax agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services or Content (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (the action described in the foregoing clause (ii), an “IP Protection Action”). Without limiting the preceding sentence, you will also have the right to litigate any other Dispute if you provide PianoTrax with written notice of your desire to do so by email within thirty (30) days following the date you first agree to these Terms (such notice, an “Arbitration Opt-out Notice”). If you don’t provide PianoTrax with an Arbitration Opt-out Notice within the thirty (30) day period, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute except as expressly set forth in clauses (i) and (ii) above. The exclusive jurisdiction and venue of any IP Protection Action or, if you timely provide PianoTrax with an Arbitration Opt-out Notice, will be the state and federal courts located in New York and each of the parties hereto waives any objection to jurisdiction and venue in such courts. Unless you timely provide PianoTrax with an Arbitration Opt-out Notice, you acknowledge and agree that you and PianoTrax are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and PianoTrax otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms.
Arbitration Rules
The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.
Arbitration Process
A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA’s roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
Arbitration Location and Procedure
The arbitration will be conducted in the county where PianoTrax determines. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that you and PianoTrax submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
Arbitrator’s Decision
The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award of damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law. PianoTrax will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys’ fees and expenses if it prevails in arbitration.
Fees
Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules.
Changes
Notwithstanding the provisions of the “Modification” section above, if PianoTrax changes this “Dispute Resolution” section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of PianoTrax email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and PianoTrax in accordance with the provisions of this “Dispute Resolution” section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
General Terms
These Terms constitute the entire and exclusive understanding and agreement between PianoTrax and you regarding the Services and Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between PianoTrax and you regarding the Services and Content. If any provision of these Terms is held invalid or unenforceable (either by an arbitrator appointed pursuant to the terms of the “Arbitration” section above or by court of competent jurisdiction, but only if you timely opt out of arbitration by sending us an Arbitration Opt-out Notice in accordance with the terms set forth above), that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
You may not assign or transfer these Terms, by operation of law or otherwise, without PianoTrax prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. PianoTrax may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Any notices or other communications provided by PianoTrax under these Terms, including those regarding
modifications to these Terms, will be given: (i) by PianoTrax via email; or (ii) by posting to the Services.
For notices made by e-mail, the date of receipt will be deemed the date on
which such notice is transmitted.
PianoTrax failure to enforce any right or provision
of these Terms will not be considered a waiver of such right or provision. The
waiver of any such right or provision will be effective only if in writing and
signed by a duly authorized representative of PianoTrax.
Except as expressly set forth in these Terms, the exercise by either party of
any of its remedies under these Terms will be without prejudice to its other
remedies under these Terms or otherwise.
Privacy Policy
Please refer to our Privacy Policy for information on how we collect, use and disclose information from our users. You acknowledge and agree that your use of the Services is subject to our Privacy Policy.
Contact Information
If you have any questions about these Terms or the Services, please contact [email protected]
