TERMS AND CONDITIONS
(Last Updated: January 10, 2025)
Welcome to Musync, LLC's ("Musync", "we", "us", or "our"). These Terms & Conditions ("Terms & Conditions") govern the use of our website, Musync.co (the "Website"), and the services provided through the Website (the "Services"). Use of the Musync mobile application and web-based application software (collectively, the "Software") is governed by the Musync End User License Agreement ("EULA"), which is incorporated by reference herein.
By accessing or using the Services, you agree to be bound by these Terms & Conditions. If you do not agree to these Terms & Conditions, you may not use the Services.
1. ELIGIBILITY
1.1. Musync offers age-appropriate account structures designed to comply with applicable laws worldwide.
1.2. Adults (18+): Users who are eighteen (18) years of age or older may create and manage an account independently.
1.3. Independent Minor Accounts: Users who are at least thirteen (13) years old and at or above the minimum age required to provide valid consent in their jurisdiction may create and manage their own account. By creating an account, the user represents that they meet these requirements.
1.4. Parent-Managed Child Accounts: Users below the minimum age required to provide valid consent may only use the Services through an account created and managed by a parent or legal guardian. The parent or guardian is the contracting party and may authorize child profiles with individual login credentials.
1.5. Musync may take reasonable steps to verify age classification and may suspend, convert, or terminate accounts that do not comply with this policy.
1.6. By using the Services and also the related materials and any, including, without limitation, any Scores (defined herein), metadata, content and documents (collectively the "Materials") made available through the Services you are agreeing to be bound by these Terms & Conditions including any notices contained or referenced within. If you do not wish to be bound by these Terms & Conditions, please do not use the Services or Materials. We reserve the right, in our sole discretion, to periodically modify or supplement these Terms & Conditions. Therefore, please check periodically for modifications to these Terms & Conditions. If you do not agree to any changes, you must cease use of the Services. Where an account is created or managed by a parent or legal guardian on behalf of a minor, references to 'you' or 'User' in these Terms refer to the parent or legal guardian.
1.7. For parent-managed child accounts, the parent or legal guardian is the User for purposes of contract formation, dispute resolution, and arbitration.
2. USER ACCOUNTS
2.1. You may use the Services only for lawful purposes and in accordance with these Terms & Conditions and the Privacy Policy (defined herein), which incorporated by reference herein, and is subject to Musync's Terms & Conditions.
2.1.1. You agree not to use the Services to:
2.1.1.1. Violate any applicable local, state, national, or international law or regulation.
2.1.1.2. Infringe upon or violate our intellectual property rights or the intellectual property rights of others.
2.1.1.3. Engage in any conduct that is harmful, fraudulent, or otherwise objectionable.
2.2. To use certain features of the Software, Website and Services, you may need to create an account. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete.
2.3. You are responsible for safeguarding your password and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account.
2.4. You represent and warrant that the age and eligibility information you provide during registration is accurate and that you meet the applicable requirements described in these Terms.
3. USE OF THE SERVICES
3.1. Your Use of the Services.
3.1.1. Unless otherwise expressly authorized by Musync in writing, we authorize you, subject to these Terms & Conditions, to access and use the Services at our discretion solely for your own personal and non-commercial purposes. Users expressly acknowledge and agree that by using the Website, Services, and Materials, all usages are based on a non-exclusive, non-transferable, and revocable limited license granted by Musync. Use of the Musync Software is licensed separately pursuant to the Musync End User License Agreement.
3.1.2. For purposes of clarity, Users agree they shall not use any Materials or Services, or other intellectual property, for their own commercial purposes, including, but not limited to, sell, resell, repurpose, make derivatives of or otherwise use, Musync's Materials or Services for any commercial purposes, at any time before or after usage of the Software or Website, and such violations of either or both of these Sections 3.1.1 and 3.1.2 will be considered material breach of these Terms & Conditions. Any User who unlawfully uses Musync's Materials, including, but not limited to any of its intellectual property shall be liable to Musync for any and all damages, without limitation. Any commercial or other use not expressly granted herein is expressly prohibited. All rights not expressly granted herein are reserved to Musync.
3.1.3. At no time shall User engage in unfair business practices, whether as an individual or as a Company, including, but not limited to soliciting other Users or any Musync employees, except as otherwise in accordance with applicable laws ("Non-Solicitation").
3.2. License and Ownership Terms & Conditions for Musync Scores.
3.2.1. Your Use of Scores. Musync offers Services and Materials that include acquiring, managing, viewing, editing, annotating and sharing music scores ("Scores"). Scores are licensed, not sold, to you via a non-exclusive, non-transferable and revocable license. Upon your download of a Score, you may use the Score for non-commercial purposes, and as applicable to Sections 3.1.1 & 3.1.2 herein.
3.2.2. Prohibited Uses. Notwithstanding anything to the contrary herein, you may not (a) sublicense the Scores, (b) use Scores in a manner competitive to Musync or its licensors, or (c) sublicense, sell, loan, share, lend, broadcast, rent, lease, assign, distribute, or transfer the Scores to a third party. Additionally, you may not use the name, image, or likeness of any artist associated with a Score in any way without that artist's express written permission. Any Users who violate these usages and terms shall be liable for any and all claims and damages, and as otherwise pursuant to Section 12 herein.
3.2.3. Certain Restrictions.
3.2.3.1. You must use the Services and Materials in compliance with all privacy, data protection, intellectual property, and other applicable laws. In using the Services, you shall not, including, but not limited to:
3.2.3.1.1. interfere with security-related features of the Services, including by: (i) disabling or circumventing features that prevent or limit use or copying of any content; or (ii) modifying, translating, adapting, merging, making derivative works of, disassembling, decompiling, reverse compiling or reverse engineering or otherwise attempting to discover the source code of any portion of the Services except to the extent that the activity is expressly permitted by applicable law;
3.2.3.1.2. interfere with the operation of the Services and Materials or any User's enjoyment of the Services and Materials, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user of the Services and Materials; (iii) collecting personal information about another User or third party without consent; or (iv) interfering with or disrupting any network, equipment or server connected to or used to provide the Services;
3.2.3.1.3. perform any fraudulent activity including impersonating any person or entity or claiming a false affiliation;
3.2.3.1.4. disclose personal information about another person or harass, abuse, or post objectionable, pornographic, harmful, offensive or obscene material;
3.2.3.1.5. license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit any of your rights in the Services to a third party without our express written consent;
3.2.3.1.6. use the Services or Materials in an illegal way or in violation of any applicable law or that otherwise results in fines, penalties and other liability to us or others;
3.2.3.1.7. violate, or encourage others to violate, any right of a third party (including by infringing or misappropriating any third-party intellectual property right);
3.2.3.1.8. frame or utilize framing techniques to enclose any trademark, logo or other Musync trademark or intellectual property (including images, text, page layout or form);
3.2.3.1.9. use any metatags or other "hidden text" using Musync's name or trademarks;
3.2.3.1.10. use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to "scrape" or download data from any web pages contained in the Website or Software (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website or Software for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials);
3.2.3.1.11. except as expressly stated herein, copy, reproduce, distribute, sell, republish, download, display, post or transmit any Musync trademark or intellectual property in any form or by any means;
3.2.3.1.12. sell, distribute or otherwise share any data made available to you or otherwise obtained by you through the Services or Materials;
3.2.3.1.13. remove or destroy any copyright notices or other proprietary markings contained on or in the Services or Materials;
3.2.3.1.14. use the Services or Materials to send unauthorized advertising or spam;
3.2.3.1.15. harvest, collect, or gather User data without the User's consent;
3.2.3.1.16. use the Services or Materials in such a way that may infringe the privacy, intellectual property rights, or other rights of third parties;
3.2.3.1.17. use the Services or Materials in a manner that is inconsistent with or in violation of these Terms & Conditions; or
3.2.3.1.18. assist or permit any persons in engaging in any of the activities described above.
3.2.3.2. As stated herein, Musync, its suppliers and service providers expressly reserve all rights not granted in these Terms & Conditions. Any unauthorized use of the terms, without limitation, including the Services, Materials or Musync trademarks or intellectual property immediately terminates the licenses granted by Musync pursuant to these Terms & Conditions. You may use the Services only for its intended purposes.
3.2.3.3. Additional restrictions applicable to the Musync Software, including reverse engineering, model extraction, and circumvention of technical safeguards, are set forth in the Musync End User License Agreement.
3.2.4. For clarity, musical Scores and related content are licensed pursuant to these Terms & Conditions. The Musync Software itself, including all rendering systems, adaptive behaviors, intelligence features, visualizations, and workflows, is licensed and not sold and is governed by the Musync End User License Agreement.
3.3. Updates.
3.3.1. You acknowledge and agree that Musync may require you to accept updates to the Services that you have downloaded and installed anywhere, including on your computer, tablet or mobile device. You acknowledge and agree that Musync may update its Terms & Conditions, including any of its terms, including, but not limited to, its Services, Materials, or Scores with or without notifying you. You may also need to update and agree to any new terms related to Musync and /or third-party software from time to time in order to use the Services or Materials and any third-party software (for example, for certain premium add-ons and plugins you purchase, may purchase in the future, license, or otherwise access through or with the Services). Updates, patches, and changes to the Musync Software are governed by the Musync End User License Agreement.
3.4. User Comments, Feedback, and Other Submissions.
3.4.1. All comments, feedback, suggestions and ideas (collectively, "Comments") disclosed, submitted or offered to Musync, in connection with your use of the Software or Website and its Services, including the Materials and Scores, for example, shall be and remain the exclusive property of Musync and may be used by Musync in any medium and for any purpose worldwide without obtaining your specific consent. For example, your Comments could be used on the Website, online media content, or in radio, television and print advertisements. Your first name, the first initial of your last name, and the town and state you live in may be used with any Comments you submit. Musync is under no obligation to maintain your Comments (and the use of your first name and first initial of your last name with any comments) in confidence, to pay to you any compensation for any Comments submitted, or to respond to any of your Comments. You agree you will be solely responsible for the content of any Comments you make on the Website, and Musync may remove any Comment at any time without any notice or reason, within its sole discretion.
3.5. Paid Subscription Accounts for Services.
3.5.1. User Account Creation. Users can create an account for free, but there may be limits and restrictions on the Services provided and accessible to free Users. Some features will remain free. Subscription costs and pricing, including limited-time free trial periods, are subject to change over time.
3.5.2. Free Trial Period. We may occasionally (at our discretion) offer a free trial period for potential new Users to access some features of the Services for a limited period, as determined in our sole discretion, before said User's payment obligation begins.
3.5.3. Payment Terms. All payments must be made electronically (credit card or other forms). We do not invoice Users, and purchases will only be processed after payment is received.
3.5.4. Termination of Subscription for Services. Users may create an account even if they are not paying Users, however, access to the Services and the Musync store subscription files may be restricted based on a User's then-current payment status. If payment stops completely, we will hold the User's files for up to six (6) months, after which we reserve the right to cancel the account and permanently remove those files from our platforms.
3.6. Refund Policy. All sales are final. We do not offer refunds for any Services purchased. If a User pays for one month and cancels their Subscription prior to the end of that month, they will continue to have access to the Services until the end of the month paid for.
4. PRIVACY POLICY
4.1. Musync's privacy policy ("Privacy Policy") is incorporated herein by reference in relation to any data collected from you through your use of the Musync Software or Website. Musync reserves the right to modify its Privacy Policy in its reasonable discretion from time to time.
4.2. You confirm that you have read and also accept the terms of our Privacy Policy. You hereby consent to the use of your personal information by Musync and/or third-party providers and distributors in accordance with these Terms & Conditions and in accordance with the terms of and for the purposes set forth in the Privacy Policy.
5. SUBCONTRACTORS
5.1. You acknowledge and agree that Musync may, in its sole discretion, use subcontractors and/or any other third-party service providers in its provision of the Services.
6. INTELLECTUAL PROPERTY RIGHTS
6.1. We respect the intellectual property rights of others and expect our Users to do the same. All content, including but not limited to text, graphics, logos and software, is the property of Musync or its licensors and is protected by intellectual property laws.
6.2. By submitting or posting content including your intellectual property on or through the Website or Software, you grant us a worldwide, non-exclusive, irrevocable, royalty-free, sublicensable and transferable license to use, reproduce, distribute, prepare derivative works of, display and perform such content, that may contain the User's intellectual property in connection with the Services and our business.
7. USER-GENERATED CONTENT
7.1. You shall fully own and retain ownership, in perpetuity across the universe and metaverse, of any original content you create and submit to Musync for use in the Services. By creating and submitting content, you grant us a non-exclusive, royalty-free, transferable, sub-licensable, worldwide license, in perpetuity across the universe and metaverse, to use, distribute, modify, run, copy, publicly display, translate or otherwise create derivative works of your content or otherwise use it in connection with the operation of the Services in a manner that is consistent with our Privacy Policy and these Terms & Conditions.
7.2. The license you grant us can be terminated at any time by deleting your content and/or Musync account. However, to the extent that Musync (or our partners and affiliates) have used your content in connection with commercial or sponsored content, the license will continue until the relevant commercial or post has been discontinued by us.
7.3. You give us permission to use your username, and any other identifying information associated with your account in a manner that is consistent with these Terms & Conditions and our Privacy Policy.
7.4. You represent and warrant that you have the necessary rights and permissions to submit content and that your content does not infringe or violate the rights of any third party, and as otherwise pursuant to and in accordance with the other terms herein.
8. PRIVACY
8.1. For purposes of clarity, Musync's Privacy Policy is incorporated herein by reference in relation to any data collected from Users through their use of the Services. Musync reserves the right to modify its Privacy Policy in its reasonable discretion from time to time.
9. TERMINATION
9.1. We may terminate or suspend your account and access to the Software or Website, and any of its Services, Materials or Scores, without limitation, at any time, without prior notice or liability, for any reason, including if you breach these Terms & Conditions, which shall be determined in Musync's sole discretion.
9.2. Upon termination, your right to use the Software and Website, including, but not limited to, its Services, Materials, Scores and any related content, will immediately cease. If you wish to terminate your account, you may simply discontinue using the Services.
9.3. Upon termination of these Terms & Conditions or your account, your license to use the Musync Software under the EULA will also terminate, and access to locally cached or offline content may cease.
10. LIMITATION OF LIABILITY
10.1. CONSEQUENTIAL DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL MUSYNC BE LIABLE FOR ANY, INCLUDING, BUT NOT LIMITED TO, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL OR OTHER INTANGIBLE LOSSES, RESULTING FROM (I) YOUR USE OR INABILITY TO USE THE WEBSITE, SOFTWARE, OR ANY RELATED SERVICES OR MATERIALS; (II) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY PERSONAL INFORMATION STORED THEREIN; (III) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (IV) ANY BUGS, VIRUSES, TROJAN HORSES OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY; (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF YOUR USE OF ANY MATERIALS OR CONTENT POSTED, EMAILED, TRANSMITTED OR OTHERWISE MADE AVAILABLE THROUGH THE WEBSITE, SOFTWARE, SERVICES OR MATERIALS; AND/OR (VI) THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.
10.2. LIMITATION OF LIABILITY CAP. MUSYNC'S MAXIMUM CUMULATIVE LIABILITY ARISING FROM OR RELATING TO THESE TERMS & CONDITIONS, OR PRIVACY POLICY, FOR ANY CAUSE WHATSOEVER, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION, WHETHER BASED IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, WILL NOT EXCEED THE AGGREGATE FEES PAID BY USER TO MUSYNC IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE OCCURRENCE OF THE EVENT GIVING RISE TO THE CLAIM. IF USER HAS PAID NO FEES TO MUSYNC IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE OCCURRENCE OF THE EVENT GIVING RISE TO THE CLAIM, THEN THE MAXIMUM CUMULATIVE LIABILITY SHALL BE LIMITED TO NO MORE THAN A TOTAL OF ONE HUNDRED UNITED STATES DOLLARS ($100.00).
11. MUSICAL OUTPUTS AND ADAPTIVE FEATURES DISCLAIMER
11.1. The Services and Software may include features that dynamically modify, adapt, or generate musical content, including automated scrolling, arrangements, simplifications, or personalized outputs. Such outputs are generated algorithmically and may vary based on user input, behavior, and device capabilities.
11.2. Musync makes no representations or warranties regarding the accuracy, suitability, or fitness of such outputs for any particular musical, educational, or performance purpose. The Services and Software are not a substitute for professional musical judgment, instruction, or rehearsal.
12. DISCLAIMER OF WARRANTIES
12.1. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 11, THE SERVICES, AND ALL RELATED DELIVERABLES AND SERVICES ARE PROVIDED "AS IS." MUSYNC MAKES NO ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. MUSYNC EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE AND NON-INFRINGEMENT. MUSYNC DOES NOT WARRANT THAT THE WEBSITE, SOFTWARE, SERVICES, OR MATERIALS ARE ERROR-FREE OR WILL BE SECURE OR UNINTERRUPTED. MUSYNC WILL NOT BE LIABLE FOR ANY IMPACT TO THE SERVICES CAUSED BY THE HARDWARE, SOFTWARE OR USER'S MACHINES OR EQUIPMENT. FURTHER, MUSYNC SHALL NOT BE LIABLE TO USER OR ANY THIRD-PARTY FOR ANY DAMAGE OR LOSS CAUSED BY COMPUTER VIRUSES, MALWARE OR OTHER HARMFUL SOFTWARE THAT MAY AFFECT THE USER'S HARDWARE, SOFTWARE, OR DATA.
13. INDEMNIFICATION
13.1. By User. Subject to the other provisions of this Section 12, you ("Indemnifying Party") will defend, indemnify and hold Musync ("Indemnitee") and its officers, directors, consultants, employees, successors and assigns ("Musync Indemnitees") harmless against any and all losses, damages, liabilities and costs, including, but not limited to, reasonable attorneys' fees and court costs ("Damages") incurred by Indemnitee and/or any of the Musync Indemnitees arising out of or relating to any third-party claim, suit, action or proceeding ("Third-Party Claims") that: (i) alleges a Users' breach of any of its representations, warranties or obligations set forth in these Terms & Conditions; (ii) alleges Users' intentional or unintentional misuse of the Website, Software, Services or Materials and/or (iii) relates to any of the User content, as used by or submitted to, or somehow created in conjunction with Musync's Website, Software, Services or Materials, as otherwise in accordance with these Terms & Conditions.
13.2. Procedure. The Indemnifying Party's obligations as set forth in this Section 12 are contingent on: (i) the Indemnitee providing the Indemnifying Party with timely written notice of any Third-Party Claims (and any information that may reasonably give rise to any Third-Party Claims), but only if the Indemnifying Party is materially adversely prejudiced by failure to receive such notice; (ii) the Indemnifying Party having the right to defend the any Third-Party Claims at its own expense and with counsel of its choosing; (iii) the Indemnifying Party having the right, in its sole discretion, to settle the any Third-Party Claims so long as such settlement does not impose any monetary or material non-monetary obligations on the Indemnitee (other than Indemnitee no longer using the Website, Software, Services or Materials, as the case may be), and provided that the Indemnitee will be included in any release language as part of any such settlement; and (iv) the Indemnitee providing (at the Indemnifying Party's expense) such assistance and information as the Indemnifying Party may reasonably require to investigate, defend, or settle any Third-Party Claims.
14. MUSYNC'S DMCA POLICY
14.1. Notification.
The DMCA provides recourse for intellectual property owners who believe that material appearing on the Internet infringes their rights under U.S. law. If you believe in good faith that content or materials posted on the Website or Software infringe your intellectual property rights, then you (or your agent) may send us a "Notification of Claimed Infringement" requesting that the content or material be removed, or access to it be blocked. The notice must include the following information:
14.1.1. A physical or electronic signature of a person authorized to act on behalf of the owner of the works that have been allegedly infringed;
14.1.2. Identification of the copyrighted work alleged to have been infringed (or if multiple copyrighted works located on the Services are covered by a single notification, a representative list of such works);
14.1.3. Identification of the specific content or material alleged to be infringing or the subject of infringing activity, and information reasonably sufficient, to allow us to locate the material on the Software or Website;
14.1.4. Your name, address, telephone number and email address (if available);
14.1.5. A statement that you have a good faith belief that use of the content or material in the manner complained of is not authorized by the copyright owner, its agent or the law; and
14.1.6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
14.2. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, then the DMCA permits you to send us a counter-notice.
14.2.1. Designated Agent.
14.2.1.1. Notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.loc.gov/copyright/ for details.
14.2.1.2. Notices with respect to the Services should be sent to:
14.3. False Notifications of Claimed Infringement.
14.3.1. The Copyright Act provides that "[a]ny person who knowingly materially misrepresents under [Section 512 of the Copyright Act (17 U.S.C. § 512)] (1) that material or activity is infringing, or (2) that material or activity was removed or disabled by mistake or misidentification, shall be liable for any damages, including costs and attorneys' fees, incurred by the alleged infringer, by any copyright owner or copyright owner's authorized licensee, or by a service provider, who is injured by such misrepresentation, as the result of [our] relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing, or in replacing the removed material or ceasing to disable access to it." 17 U.S.C. § 512(f). Accordingly, we reserve the right to seek damages from any party that submits a notification of claimed infringement or counter notification in violation of the law.
14.3.2. Consult your legal advisor and see 17 U.S.C. § 512 before filing a notice or counter-notice as there are penalties for false claims under the DMCA. The foregoing is not intended to provide you with legal advice.
15. GENERAL PROVISIONS
15.1. Publicity. You grant Musync a limited, non-exclusive right to use your name, likeness, and publicly shared content solely for the purpose of promoting, marketing, or demonstrating the Services, including on the Musync website, applications, and marketing materials. Musync will not represent you as endorsing Musync or its Services without your consent, and will not use your name or likeness in a misleading or defamatory manner.
15.2. No Waiver. These Terms & Conditions may not be altered, amended or modified in any way except by a writing signed by the party to be charged, or by Musync at any time without notice in its sole discretions and as otherwise pursuant to these Terms & Conditions. The failure of a party to enforce any provision of these Terms & Conditions will not be construed to be a waiver of the right of such party to thereafter enforce that provision or any other provision or right. For purposes of clarity, any waiver must be agreed to in advance and in writing.
15.3. Severability. In the event that any provision in these Terms & Conditions is determined to be invalid, illegal or unenforceable by a court of competent jurisdiction, the rest of these Terms & Conditions will remain in full force and effect.
15.4. Relationship. Musync is an independent contractor, and these Terms & Conditions will not establish any relationship of partnership, joint venture, employment, franchise or agency between Musync and User. Neither party has any right or authority to assume or create any obligations of any kind or to make any representation or warranty on behalf of the other party, whether express or implied, or to bind the other party in any respect whatsoever. The These Terms & Conditions do not confer any benefits on any third party unless expressly stated therein.
15.5. Force Majeure. Except for User's payment obligations, neither party will be liable for failure to perform or delay in performing any obligation under the these Terms & Conditions if such failure or delay is due to fire, flood, earthquake, strike, war (declared or undeclared), embargo, blockade, legal prohibition, governmental action, riot, insurrection, epidemic or pandemic, damage, destruction, power outage, telephone outage, internet access provider failure or any other similar cause beyond its control.
15.6. Assignment. User may not assign or delegate its rights, duties and obligations under the These Terms & Conditions without Musync's express prior written consent, where Musync will use best efforts to not withhold or delay such, however, such decision to assign or delegate its rights, duties and obligations remains at Musync's sole discretion.
15.7. Notices.
Any notice required or permitted by these Terms & Conditions will be in writing and will be sent by first-class mail, email, courier or personal delivery. Notice is effective upon receipt. Notwithstanding the foregoing, User consents to receive electronic communications that may be sent by Musync (including through the Website or Software, such as posting on User's account) and any such communication will constitute notice under this Section 14.7.
15.7.1. If to User, notices will be sent to the then-current address provided on the User's account.
15.7.2. If to Musync, notices will be sent to:
15.8. Entire Agreement. These Terms & Conditions constitutes the entire agreement, hence, Terms & Conditions and supersedes all prior or contemporaneous oral or written these agreements or Terms & Conditions as applicable regarding the subject matter hereof. With the exception of a subsequent agreement or updates to these Terms & Conditions replacing these Terms & Conditions, any other written agreement, terms or Terms & Conditions, or other document that User sends to Musync that contains any terms or other Terms & Conditions that are different from, in conflict with, or in addition to these Terms & Conditions, are hereby rejected and will be void and of no effect. In the event of a conflict between these Terms & Conditions and the Musync End User License Agreement, the EULA shall govern solely with respect to use of the Musync Software.
15.9. Legal Counsel. Each of the parties acknowledges that it had the right and opportunity to seek independent legal counsel of its own choosing in connection with the execution of this these Terms & Conditions, and each of the parties represent that it has either done so or that it has voluntarily declined to do so, free from coercion, duress or fraud.
15.10. Governing Law. These Terms & Conditions shall be governed and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions. Any arising dispute shall be heard exclusively in a court of competent jurisdiction located in the State of Delaware.
15.11. Arbitration Clause.
15.11.1. You agree in the event of any dispute or claim that you may have against Musync with regard to your relationship with us, or regarding any Third-Party Claim, including without limitation disputes related to these Terms & Conditions, Services, Materials or any other use of the Website or Software, will be resolved by binding, individual arbitration. You acknowledge and agree to waive your right to participate in a class action lawsuit, as a plaintiff or class member or class-wide arbitration. You hereby waive your right to a trial by judge or jury. However, this clause will not apply to claims brought by Musync for your violation of our intellectual property rights or any violation of the Non-Solicitation Clause of this these Terms & Conditions; in which case we may seek injunctive relief or other appropriate relief in a court with jurisdiction.
15.11.2. The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with Consumer Arbitration Rules and the Supplementary Procedures for Consumer-Related Disputes ("AAA Rules") then in effect. The AAA Rules are available at https://www.adr.org/Rules or by calling the AAA at 1-800-778-7879. The arbitrator will decide the substance of all claims in accordance with applicable law for the State of Delaware and will honor all claims of privilege recognized by law. You agree that regardless of any statute or law to the contrary, any dispute or claim arising out of, related to, or connected with the use of Musync's Website, Software, Services or Materials or otherwise must be filed within one (1) year after such claim arose or it will be forever banned. Any arbitration will be conducted on an individual basis and not in a class, collective, consolidated or representative proceeding. The payment of any filing and arbitration fees will be in accordance with AAA Rules.
15.11.3. Any arbitration hearing between Musync and a User will take place in the State of Delaware, in New Castle County. If AAA arbitration is unavailable in that county, the arbitration hearing will take place at the nearest available location for AAA arbitration. If your claim is for ten thousand dollars ($10,000.00) or less, the arbitration will be conducted solely on the basis of documents submitted by all parties to the arbitrator, unless determined a hearing is necessary. If your claim exceeds ten thousand dollars ($10,000), your right to a hearing will be determined by the AAA Rules.
15.11.4. The parties agree that the arbitrator shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability and formation of this clause. The arbitrator will render an award within the time frame specified in the AAA Rules. Judgment on the arbitration award may be entered in any court having competent jurisdiction. The arbitrator's decision shall be final and binding on all parties. The arbitrator may award any individualized remedies that would be available at court. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claims, and as otherwise pursuant to these Terms & Conditions. If you prevail in arbitration, you will be entitled to seek an award of reasonable attorneys' fees and expenses, to the extent provided under applicable law. The arbitrator's decision and judgment shall have no precedential or collateral estoppel effect.
15.11.5. This Arbitration Clause shall not apply to the following types of claims: 1) violation of Musync's intellectual property rights or User's improper commercial uses of the Website, Software, Services or related Materials; 2) violation of the Non-Solicitation Clause of this These Terms & Conditions; and 3) claims that may not be subject to arbitration as a matter of law.
15.12. Changes to the Terms & Conditions. As stated herein, Musync expressly reserves the right to modify or replace these Terms & Conditions at any time for any reason without any notice.
15.13. Contact Us. If you have any questions about these Terms & Conditions, please direct such inquiries to: