Terms & Conditions | JamZone by Music Will

These Terms of Use (“Terms”) apply to your access to and use of the websites located at academy.musicwill.org, jamzone.musicwill.org and all associated webpages (collectively, the “Sites”), and all related products, services, and offerings (collectively, the “Services”) provided by Music Will, Inc. (“Music Will”, “we,” “us” or “our”) through the Sites.

These Terms are entered into between you and Music Will and represent a binding agreement between you and Music Will. By clicking the “Sign Up”, “I Agree” or similarly labeled button or by otherwise using or registering an account for the Services, you represent that (i) you meet all eligibility criteria described in these Terms, and (ii) you have not been previously suspended or removed from the Services by Music Will. For any users of the Services creating an Account, you represent and warrant that your registration and your use of the Services is in compliance with any and all applicable laws. If you do not accept these Terms, you must not access, browse, or otherwise use the Services.

To access the Services, you may be asked to provide certain information. It is a condition of your use of the Services that all information you provide is correct, current and complete. You agree that all information you provide, including, but not limited to, through the use of any interactive features on the Site, is governed by our Online Privacy Policy, located at https://musicwill.org/legal/online-privacy-policy/, the Music Will Academy Privacy Policy, located at https://academy.musicwill.org/privacy, and the JamZone Privacy Policy, located at http://jamzone.musicwill.org/privacy/, (collectively, the “Privacy Policies”). By using the Services, you consent to all actions we take with respect to your information consistent with the Privacy Policies.

In addition, when using certain services or features through the Services, you may be subject to additional terms applicable to such services or features that may be posted on or within the Services from time to time. All such terms are hereby incorporated by reference into these Terms.

NOTICE: THESE TERMS CONTAIN AN ARBITRATION PROVISION WITH A CLASS ACTION WAIVER, MASS ACTION WAIVER, AND A WAIVER OF THE RIGHT TO A JURY. PLEASE REVIEW SECTION 19: DISPUTE RESOLUTION BELOW BEFORE USING THE SITES OR SERVICES.

1. Eligibility

The Services include certain features and tools designed for use by educators. Persons over the age of 18 (or the age of majority in the jurisdiction in which you reside) who are employed in an official capacity as a school educator (or other School Personnel as defined below) may register for a teacher account on the website (an “Account”). By signing up for an Account, you represent that you meet the foregoing eligibility criteria. Additional terms relating to use of our Services in the classroom and by users with Accounts are included in Section [ ] (School Use). Users who are not educators or are under the age of 18 may not create an Account but may still use the Services.

2. Account Registration

When you create an Account, we may ask you to provide information about yourself, including [your name, email address, username/password (when registering for an account), school or organization, number of students taught, and city and state]. You agree to: (i) provide Music Will with accurate, current, and complete registration information and (ii) keep your account information accurate, current, and complete at all times by promptly updating it as necessary. You are also responsible for maintaining the confidentiality of your Account password and for the security of your Account, and you will notify Music Will immediately of any actual or suspected loss, theft, or unauthorized use of your Account or Account password. We will not be liable for any loss or damage arising from your failure to comply with this paragraph.

You may cancel your Account at any time. If you wish to cancel your Account, you may do so by contacting support, available at program@musicwill.org. If you cancel your Account, you shall cease using, and shall have no further right to use or access, the Services.

3. School Use

Music Will may make available certain features and tools designed for use by teachers, school leaders, aides, principals, school administrators, school district administrators, or other similar school personnel (“School Personnel”), including productivity tools for independent use by School Personnel and features and tools that enable School Personnel to work with other users through the Services in order to provide students with tutorial, educational and other education-related services as part of the school’s curriculum in the classroom. If you are School Personnel accessing the Services on behalf of a school, school district, or other similar educational institution (an “Institution”), the following terms apply to you:

The Services are provided to you for educational purposes as part of the school curriculum. You must use the Services in compliance with all applicable laws, rules, and regulations. You are responsible for determining (and confirming) that your use of the Services is permitted by your Institution and any applicable policies, including any school district and school policies and that the Services meet your requirements related to your intended use. You acknowledge that our Services are provided as an educational aid and not as a substitute for your professional judgment in assessing student performance.

4. User Content

The Sites or other parts of the Services may invite users with Accounts to chat, post comments, or contribute to, or participate in blogs, message boards, online forums, or other functionalities, and may provide such users with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast Content to us, or other users or on the Site. “Content” means any work of authorship and all other information or materials of any kind made available via the Services and includes, without limitation, video, audio, photographs, images, illustrations, animations, logos, posts, replies, comments, information, data, text and/or graphics; and “User Content” means any Content posted, submitted, uploaded, or otherwise made available through the Services by users, including you.

As between Music Will and you, you retain ownership of your User Content, but you grant us the following license to use such Content. By posting, submitting, uploading, or making available your User Content, you hereby grant Music Will a non-exclusive, perpetual, worldwide, royalty-free, sublicensable, transferable right and license to use, host, store, cache, reproduce, publish, display (publicly or otherwise), perform (publicly or otherwise), distribute, transmit, modify, adapt (including, without limitation, in order to conform it to the requirements of any networks, devices, services, or media through which the Services are available), and create derivative works of, any such Content, for any purpose. You also hereby waive and agree not to assert, against Music Will or any other user, all moral rights in your User Content.

You hereby represent and warrant to Music Will that you have all of the necessary rights to grant us this license for all User Content you provide, and neither your provision of your User Content to the Services, nor your acceptance of these Terms will violate any law, rule or regulation, or any contractual or other right of any third party, or infringe any intellectual property or privacy rights of any third party. You assume all risk associated with your User Content, and the transmission of your User Content, and you have the sole responsibility for the accuracy, quality, legality, and appropriateness of your User Content.

You understand that your User Content may be viewable by other users of the Services and through third-party websites and, as such, your User Content may be treated as non-confidential.

Music Will reserves the right to pre-screen or delete any Content (including any of your User Content) at any time and for any reason, without notice, at our sole discretion, including when it violates these Terms.

5. Content Guidelines

You shall not submit, transfer or otherwise provide to the Services any User Content that:

attempts to or does disrupt, degrade, impair or violate the integrity or security of Music Will’s or any user’s information technology systems or applications;
contains or transmits any viruses, software routines or other code designed to permit unauthorized access to, disable, erase or otherwise harm software, hardware, information technology systems or data, or to perform any other harmful actions;
is unlawful, harassing, abusive or featuring abuse;
is tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, disparaging, false, intentionally misleading, libelous, obscene, violent, offensive, sexually explicit, deceptive, fraudulent or illegal;
promotes racism, terrorism, bigotry, hatred, or harm of any kind against any group or individual, or is otherwise objectionable;
infringes, misappropriates, dilutes or otherwise violates the copyright, trademark or other intellectual property, proprietary or privacy right of any third party;
advertises, promotes or solicits any products or services;
solicits personal information from any user or otherwise includes any personal information; or
violates any international, federal, provincial or state regulations, rules, laws or local ordinances or these Terms.

6. Changes to the Services

We reserve the right to modify, withdraw or amend the Services and/or any Content in our sole discretion without notice or further obligation to you. We will not be liable to you or any third party if, for any reason, all or part of the Services are unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Services, or the entirety of the Services to users, or impose limits on certain Services or aspects of those Services.

7. Restrictions on Use

You agree not to, and will not assist, encourage or enable others to, use the Services:

for any unlawful purpose;
to solicit others to perform or participate in any unlawful acts;
to violate any international, federal, provincial or state regulations, rules, laws or local ordinances;
to infringe upon or violate our intellectual property rights or the intellectual property rights of others;
to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, disability, or otherwise;
to submit false or misleading information or perform any fraudulent activity, including impersonating any person or entity, claiming false affiliations, or falsifying your identity or any information about you, including age or date of birth;
to interfere with the operation or any user’s enjoyment of the Services, including by uploading or transmitting viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Services or of any related website, other websites, or the internet;
to collect or track the personal information of others;
to spam, phish, pharm, pretext, spider, crawl, or scrape (including any accessing, monitoring or copying of any content or information of the Services using any robot, spider, scraper or other automated means or any manual process for any purpose without Music Will’s written permission);
to interfere with or circumvent the security features of the Services or any related website, other websites, or the internet;
for any obscene or immoral purpose; or
to submit, transfer or otherwise provide to the Services any User Content that violates Section [ ] of these Terms.

We reserve our right to terminate your use of the Services, including your Account, or any related website for violating any of the above prohibited uses.

8. Intellectual Property Rights

As a user of the Services, Music Will hereby grants you a worldwide, revocable, non-exclusive, non-sublicensable, and non-transferable license to download, view, display, perform, redistribute, and create derivative works of Content solely in connection with your use of, and in strict accordance with the functionality and restrictions of, the Services.

The Services and their entire contents, features, and functionalities (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) and any and all rights (including intellectual property rights) therein are owned by Music Will, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. No license, right (including intellectual property rights), title, or interest in or to the Services or any content therein, including any Content, is transferred to or otherwise vested in you except as otherwise expressly set forth in these Terms. All rights not expressly granted are reserved by Music Will.

“Music Will” and its associated logos are the trademarks of Music Will (the “Music Will Trademarks”). Other trademarks, service marks, graphics and logos used in connection with the Services are the trademarks of their respective owners (collectively “Third Party Trademarks”). The Music Will Trademarks and Third Party Trademarks may not be copied, imitated or used, in whole or in part, without the prior written permission of Music Will or the applicable trademark holder.

You hereby authorize Music Will and its third-party service providers to derive statistical and usage data relating to your use of the Services (“Usage Data”). We may use Usage Data for any purpose in accordance with applicable law and our Privacy Policy.

By providing us with any ideas, suggestions, documents, proposals or other feedback regarding the Services (“Feedback”), you agree that (i) your Feedback does not contain the confidential or proprietary information of third parties and (ii) we are under no obligation of confidentiality, express or implied, with respect to the Feedback. By submitting such Feedback, you hereby grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, copy, modify, publish, distribute, create derivatives of, exploit and sublicense the Feedback for any purpose.

9. Third Party Material

The Services, including certain Content made available via the Services, may include materials from third parties or contain links to other services, technology, websites, resources, or applications that are provided or otherwise made available by third parties or other users (each, a “Third Party Material”). You acknowledge and agree that Music Will neither controls nor endorses these Third Party Materials and is not responsible for examining or evaluating the content or accuracy of any Third Party Materials. You agree that we are not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of any such Third Party Materials. Your access and use of any Third Party Materials may also be subject to additional terms and conditions, privacy policies, or other agreements with such third party.

10. Indemnification

You are responsible for your activities on the Sites and in connection with the Services, including any provision or use of Content. You agree to defend, indemnify and hold harmless Music Will, its affiliates, and its and their respective officers, directors, employees, service providers, licensors, and agents (collectively, “Indemnitees”) from and against any and all liabilities, injuries, losses, damages or expenses (including reasonable attorneys’ fees and accounting fees and costs) arising from any claim, lawsuit, proceeding, demand or other action (“Claim”) arising out of or relating to (a) your access to, use of, or alleged use of the Sites, Content or Services, (b) your provision of User Content, (c) your breach of these Terms or any applicable law or regulation, (d) your violation of any third party right, including without limitation, any intellectual property, publicity, confidentiality, property or privacy right or (e) any disputes or issues between you and any third party (including any other users of the Services). The Indemnitees reserve the right to exclusively control the defense and settlement of any Claim for which you indemnify Indemnitees under these Terms, and you will assist the Indemnitees in exercising such rights. Without limiting the foregoing, you may not settle or compromise any Claim against the Indemnitees without Music Will’s prior written consent.

11. Disclaimer

YOU HEREBY ASSUME ALL RISKS RELATING TO YOUR USER CONTENT, AND YOUR USE OF THE SERVICES (INCLUDING ANY CONTENT CONTAINED THEREIN) IS AT YOUR SOLE RISK. YOU UNDERSTAND AND AGREE THAT THE SERVICES ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS. WITHOUT LIMITING THE FOREGOING, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT CERTAIN INFORMATION PROVIDED THROUGH THE SERVICES AND CONTENT HAS BEEN SUBMITTED BY THIRD PARTIES AND, THEREFORE, MAY CONTAIN TYPOGRAPHICAL ERRORS, INACCURACIES OR OMISSIONS. MUSIC WILL MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE SERVICES, INCLUDING ANY REPRESENTATION OR WARRANTY THAT THE USE OF THE SERVICES OR ANY CONTENT WILL (A) BE TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA, (B) MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) BE FREE FROM ERRORS OR THAT DEFECTS WILL BE CORRECTED, (D) BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (E) BE ENTIRELY SECURE OR THAT THE INFORMATION YOU SHARE WITH US WILL BE SECURE. CONTENT IS PROVIDED BY AND IS SOLELY THE RESPONSIBILITY OF, THE USERS PROVIDING THAT CONTENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM MUSIC WILL OR THROUGH THE SERVICES, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER MUSIC WILL NOR ANY OF THE INDEMNITEES SHALL BE LIABLE FOR (A) ANY INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER; (B) LOSS OF: PROFITS, REVENUE, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES; (C) DAMAGES RELATING TO YOUR ACCESS TO, USE OF, OR INABILITY TO ACCESS OR USE THE SERVICES OR ANY CONTENT; (D) DAMAGES RELATING TO ANY CONDUCT OR CONTENT OF ANY THIRD PARTY OR USER USING THE SERVICES OR ANY THIRD PARTY SITE, INCLUDING WITHOUT LIMITATION, DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OR CONTENT; OR (E) DAMAGES IN ANY MANNER RELATING TO ANY CONTENT. THIS LIMITATION APPLIES TO ALL CLAIMS, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, WHETHER OR NOT MUSIC WILL HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND FURTHER WHERE A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE. YOUR SOLE REMEDY WITH RESPECT TO THE SERVICES IS TO STOP USING THE SERVICES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF MUSIC WILL AND THE INDEMNITEES, FOR ANY CLAIM UNDER THESE TERMS OR IN CONNECTION WITH YOUR USE OF THE SERVICES OR ANY CONTENT IS LIMITED TO ONE HUNDRED DOLLARS (US $100.00).

13. Governing Law

These Terms, and any disputes arising hereunder, shall be governed by and construed and enforced in accordance with the laws of the State of California, without regard to conflict of law rules or principles (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any other jurisdiction.

14. Changes to the Terms

Music Will reserves the right to change or modify any provision of these Terms and shall provide you with 14 days written notice of any material change at the email address Music Will has associated with your Account. No change will apply retroactively. If Music Will makes a material change to these Terms, you may reject any such material change by sending Music Will a personally signed, written notice of your decision to opt out of those changes via email to program@musicwill.org, with the subject line: “Terms Change Opt Out” (“Opt-Out Notice”). The Opt-Out Notice must include: (a) your full name; (b) your mailing address; (c) your phone number; (d) your Music Will Account username, if applicable; (e) identification of the change that you wish to opt out of; and (f) a clear statement that you wish to opt out of the change. Your Opt-Out Notice must be sent within 30 days of Music Will sending notice of a change (the “Opt-Out Period”) and must be sent by you personally, and not by your agent, attorney, or anyone else purporting to act on your behalf. If you do not timely reject a change and you either affirmatively assent to the change or continue to use the Services after the expiration of the Opt-Out Period, that conduct will be interpreted and considered as you manifesting acceptance of the change. If you do send an Opt-Out Notice, Music Will reserves the right to cease providing the Services to you and/or to terminate or suspend your access to the Services or your Account, in which case you will receive a pro rata refund of any unused prepaid Fees.

15. DMCA Notice

Music Will has adopted the following policy toward copyright infringement on the Services in accordance with the Digital Millennium Copyright Act (the “DMCA”). The address of Music Will’s Designated Agent for copyright takedown notices (“Designated Agent”) is listed below. You may submit a notice under the DMCA using our copyright notice form.

Reporting Instances of Copyright Infringement:

If you believe that Content residing or accessible on or through the Services infringes a copyright, please send a notice of copyright infringement containing the following information to the Designated Agent at the address below:

Your physical or electronic signature.
Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works available through the Services, a representative list of such works.
Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.
Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.
A statement that the information in the written notice is accurate.
A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

If you fail to include the information above, your notice may not be effective. Please be aware that if you knowingly materially misrepresent that material or activity available through the Services is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees).

Please also note that the information provided in a notice of copyright infringement may be forwarded to the user who posted the allegedly infringing content. After removing material pursuant to a valid DMCA notice, Music Will will notify the user responsible for the allegedly infringing material that it has removed or disabled access to the material. Music Will may terminate, under appropriate circumstances, the Accounts of users who are repeat copyright infringers, and reserves the right, in its sole discretion, to terminate any user for actual or apparent copyright infringement.

Submitting a DMCA Counter-Notification:

If you believe you are the wrongful subject of a DMCA notification, you may file a counter-notification with Music Will by providing the following information to the Designated Agent at the address below:

Your physical or electronic signature.
An identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled.
Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
A statement under penalty of perjury by you that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.
A statement that you will consent to the jurisdiction of the federal district courts in the State of New York and that you will accept service from the person (or an agent of that person) who provided the original DMCA notification.

The DMCA allows us to restore the removed content if the party filing the original DMCA notice does not file a court action against you within ten (10) business days of receiving the copy of your counter notice. Please be aware that if you knowingly materially misrepresent that material or activity available through the Services was removed or disabled by mistake or misidentification, you may be held liable for damages.

Designated Agent

Music Will, Inc.

440 N Barranca Ave #1753
Covina CA 91723

Attn: Copyright Agent

Email: adminweb@musicwill.org

16. Termination

You agree that Music Will, in its sole discretion, may suspend or terminate your Account (or any part thereof) or use of the Services and remove and discard any of your User Content within the Services, for any reason, including for lack of use or if Music Will believes that you have violated or acted inconsistently with these Terms. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Services may be referred to appropriate law enforcement authorities. Music Will may also in its sole discretion and at any time discontinue providing the Services, or any part thereof, with or without notice. You agree that any termination of your access to the Services under any provision of these Terms may be effected without prior notice, and acknowledge and agree that Music Will may immediately deactivate or delete your Account and all related information and files in your Account, including any of your User Content, and/or bar any further access to such files or the Services. Further, you agree that Music Will and the Indemnitees will not be liable to you or any third party for any termination of your access to the Services.

17. User Disputes

You agree that you are solely responsible for your interactions with any other user in connection with the Services, and Music Will will have no liability or responsibility with respect thereto. Music Will reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Services.

18. Governing Law

These Terms shall be governed by the laws of the State of California, without regard to its choice of law principles. In the event arbitration does not apply, we and you irrevocably submit to the jurisdiction of the state and federal courts of California with regard to any dispute arising out of or relating to these Terms. YOU WAIVE YOUR RIGHT TO A CLASS ACTION OR TO A JURY IN THE EVENT OF ANY DISPUTE THAT PROCEEDS IN STATE OR FEDERAL COURT.

19. Dispute Resolution

YOU AGREE THAT YOU HAVE READ THIS SECTION CAREFULLY AND UNDERSTAND THAT IT LIMITS YOUR RIGHTS IN THE EVENT OF A DISPUTE BETWEEN YOU AND MUSIC WILL. YOU UNDERSTAND THAT YOU HAVE THE RIGHT TO REJECT THIS PROVISION AS PROVIDED IN THE SECTION ENTITLED "OPT OUT OF ARBITRATION" BELOW.

In the event of any dispute, before either you or we can initiate a legal action, unless it is for injunctive relief, each party shall first attempt to contact the other to discuss a resolution. You must submit your claim in writing by sending an email to the email address below. We will contact you at the email address you provide when you register to use the Services. Neither party may initiate either arbitration or other legal action for thirty (30) days after receipt of the claim.

If we cannot resolve the matter amicably, unless you have opted out as set forth below, you and we agree that any dispute, claim or controversy between you and us arising in connection with or relating in any way to these Terms or the Services (“Dispute”) will be determined by mandatory binding individual (not class) arbitration. You and Music Will further agree that the arbitrator shall have the exclusive power to rule on his or her own jurisdiction, including any objections with respect to the existence, scope or validity of this arbitration provision or to the arbitrability of any claim or counterclaim. Arbitration is more informal than a lawsuit in court. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. There may be more limited discovery than in a court proceeding. The arbitrator must follow these Terms and can award the same damages and relief as a court (including attorney fees), except that the arbitrator may not award any relief, including declaratory or injunctive relief, benefiting anyone but the parties to the arbitration. This arbitration provision will survive termination of these Terms.

You and Music Will both agree that nothing in this Dispute Resolution section will be deemed to waive, preclude, or otherwise limit either of our rights, at any time, to (1) bring an individual action in a U.S. small claims court; or (2) bring an individual action seeking only temporary or preliminary individualized injunctive relief in a court of law, pending a final ruling from the arbitrator. Further, nothing in this Dispute Resolution section will be deemed to waive, preclude or otherwise limit any claim by Music Will in a court of law for violation of its intellectual property rights. In addition, this Dispute Resolution section does not stop you or us from bringing issues to the attention of federal, state or local agencies. Such agencies can, if the law allows, seek relief against us on your behalf (or vice versa).

YOU AND MUSIC WILL AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both you and Music Will agree to the contrary, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding. The arbitrator may award 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 claim. If a court decides that applicable law precludes enforcement of any of this paragraph’s limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court.

Either you or we may start arbitration proceedings. Any arbitration between you and Music Will will take place under the Consumer Arbitration Rules of the American Arbitration Association (“AAA”) then in force (the “AAA Rules”), as modified by this arbitration provision. You and Music Will agree that the Federal Arbitration Act applies and governs the interpretation and enforcement of this provision (despite the choice of law provision above). The AAA Rules, as well as instructions on how to file an arbitration proceeding with the AAA, appear at adr.org, or you may call the AAA at 1-800-778-7879.

Any arbitration hearings will take place in the U.S., provided that if the claim is for $25,000 or less, you or Music Will may choose whether the arbitration will be conducted (1) solely on the basis of documents submitted to the arbitrator; or (2) through a non-appearance based telephonic hearing.
Each party shall pay arbitration fees in accordance with the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.

If this arbitration provision is invalidated in whole or in part, the parties agree that the exclusive jurisdiction and venue described in this section shall govern any claim in court arising out of or related to the Terms.

OPT-OUT OF ARBITRATION: You may opt out of the binding arbitration described in this section by sending Music Will written notice of your desire to do so by email at adminweb@musicwill.org or regular mail at Attn: Music Will, Inc., 440 N Barranca Ave #1753, Covina, CA 91723 within thirty (30) days following the date you first use our Services, whichever occurs first (such notice, an “Arbitration Opt-out Notice”). If you don’t provide Music Will 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 above.

20. Mass Action Waiver

You and Music Will expressly waive the right to have any Dispute brought, heard, administered, resolved, or arbitrated as a mass action, and neither an arbitrator nor an arbitration provider shall have any authority to hear, arbitrate, or administer any mass action or to award relief to anyone but the particular individual who initiates the claim to be arbitrated. The parties also expressly waive the right to seek, recover, or obtain any non-individual relief. The parties agree that the definition of a “Mass Action” includes, but is not limited to, instances in which you or Music Will are represented by a law firm or collection of law firms that has filed 50 or more arbitration demands of a substantially similar nature against the other party within 180 days of the arbitration demand filed on your or Music Will’s behalf, and the law firm or collection of law firms seeks to simultaneously or collectively administer and/or arbitrate all the arbitration demands in the aggregate. Notwithstanding anything else in these Terms or this Dispute Resolution provision, this Mass Action Waiver does not prevent you or Music Will from participating in a mass settlement of claims.

Notwithstanding any provision to the contrary in AAA Rules, the arbitrator shall be empowered to determine whether the party bringing any claim has filed a Mass Action in violation of the Mass Action Waiver. Either party shall raise with the arbitrator or arbitration provider such a dispute within 15 days of its arising. If such a dispute arises before an arbitrator has been appointed, the parties agree that (i) a panel of three arbitrators shall be appointed to resolve only disputes concerning whether the party bringing any claim has filed a Mass Action in violation of the Mass Action Waiver, each party shall select one arbitrator from the arbitration provider’s roster to serve as a neutral arbitrator, and those two arbitrators shall appoint a third neutral arbitrator (in the event that the parties’ arbitrators cannot agree on a third arbitrator, the arbitration provider will select the third arbitrator); (ii) Music Will shall pay any administrative fees or costs incidental to the appointment of Arbitrators under this Mass Action Waiver provision, as well as any fees or costs that would not be incurred in a court proceeding, such as payment of the fees of the arbitrators, as well as room rental; (iii) the arbitrators shall issue a written decision with findings of fact and conclusions of law; and (iv) any further arbitration proceedings or assessment of arbitration-related fees shall be stayed pending the arbitrators’ resolution of the parties’ dispute. If the arbitrator or panel of arbitrators determines that a party has violated the Mass Action Waiver, then, in addition to any other available remedies, the other party shall have the opportunity to opt out of arbitration within 30 days of the arbitrator’s or panel of arbitrator’s decision.

21. Miscellaneous

These Terms, including the Privacy Policies and other policies referenced herein, constitute the entire and only agreement between you and Music Will with respect to the subject matter of these Terms, and supersede any and all prior or contemporaneous agreements, representations, warranties and understandings, written or oral, with respect to the subject matter of these Terms.

You acknowledge that no reliance is placed on any representation made but not expressly contained in these Terms. No waiver of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained in these Terms is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof. As used in these Terms, the words “include” and “including,” and variations thereof, will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words “without limitation.”

If any provision of these Terms is found to be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.

Neither these Terms nor any right, obligation or remedy hereunder is assignable, transferable, delegable or sublicensable by you except with Music Will’s prior written consent, and any attempted assignment, transfer, delegation or sublicense shall be null and void. Music Will may assign, transfer or delegate these Terms or any right or obligation or remedy hereunder in its sole discretion.

Music Will will not be in default hereunder by reason of any failure or delay in the performance of its obligations where such failure or delay is due to civil disturbances, riot, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or unavailability of electrical power, network access or equipment, or any other circumstances or causes beyond Music Will’s reasonable control.

22. Contact Us

If you have any questions regarding our Sites or Services, you can email us at program@musicwill.org.

23. Notice for California Users

Under California Civil Code Section 1789.3, users of the App from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Platforms of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. You may contact the California Department of Consumer Affairs at dca@dca.ca.gov.