The following “Terms of Use” (“TOU”) govern the terms by which Vivace Music Education, Inc. (“Vivace Music,” “us,” “we”, or “our”) provides its services through Vivace Music’s website and its online course hosted on an internet site maintained by Thinkific Inc. (collectively referred to herein as the “Website”). Vivace Music provides its service to users of the Website (“you” or “your”), subject to the following Terms of Use (“TOU”), which may be updated by Vivace Music from time to time without notice to you. Please read these Terms of Use (the “Agreement” or the “TOU Agreement”) and Privacy Policy carefully before using the Website. Your use of the Website is subject to your acceptance of this Agreement and only in compliance with all applicable laws. When you access, browse, or use this Website, you accept, without limitation or qualification, the TOU Agreement as if you had signed it. Also, when using particular Vivace Music services, you and Vivace Music are subject to any posted guidelines or rules applicable to such services which may be posted from time to time. ALL RIGHTS NOT EXPRESSLY GRANTED TO YOU IN THIS AGREEMENT ARE RESERVED BY Vivace Music AND ITS LICENSORS.
1. Restrictions on Use
Any materials posted on the Website that you copy, print, or download are licensed to you by Vivace Music for your personal, non-commercial use only, provided that you do not change or delete any copyright, trademark, or other proprietary notices. You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of the Website, use of the Website, or access to the Website. Vivace Music reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Website (or any part thereof) with or without notice. You agree that Vivace Music shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Website. Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable Content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.
2. Public Communication and Forum Conduct
You are solely responsible for all content of any type, including but not limited to text, music, and/or photographs (collectively “Content”) that you upload, post, email, transmit or otherwise make available on the Website. Vivace Music does not control the Content posted by you or others on the Website and, as such, does not guarantee the accuracy, integrity or quality of such Content. Vivace Music will not be liable for any Content, or for any loss or damage of any kind incurred as a result of the use of any made available in any manner through the Website. You agree that you, or any Content you submit, will not: contain libelous or otherwise unlawful, obscene, or abusive material; harm minors in any way; impersonate any person or entity, including, but not limited to, an Vivace Music official, forum leader, instructor, or other registered member, or falsely state or otherwise misrepresent our affiliation with a person or entity; contain any Content that infringes any patent, trademark, trade secret, copyright or other personal or proprietary rights of any party: contain any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; disrupt the normal flow of dialogue; interfere with or disrupt the Website or any servers or networks connected to the Website, “stalk” or otherwise harass another person or entity; or collect or store personal data about other users. We do not pre-screen Content, and have no obligation to do so, but you acknowledge that we reserve the right, in our sole discretion to refuse or move any Content that is available via the Website. Without limiting the foregoing, Vivace Music and its designees shall have the right to remove any Content that violates the TOU or is otherwise objectionable. You acknowledge and agree that Vivace Music may retain Content and may also disclose Content if required to do so by law or in the good faith belief that such retention or disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce the TOU; (iii) respond to claims that any Content violates the rights of third parties; or (iv) protect the rights, property, or personal safety of Vivace Music, its users and the public.
3. Harassment or Intimidation
Sending of abusive or unwanted material causing the work or Vivace Music online experience of others to be disrupted may violate school policies, may violate the law, and is unacceptable. Targeting another person or organization to cause distress, embarrassment, injury, unwanted attention, or other substantial discomfort is harassment, which is prohibited. Personal attacks or other action to threaten or intimidate or embarrass an individual, group, or organization; or attacks based on a person’s race, national origin, ethnicity, handicap, religion, gender, veteran status, sexual orientation, or another such characteristic or affiliation are prohibited.
4. Content Submitted or Made Available for Inclusion on the Website
Vivace Music does not claim ownership of Content you submit or make available for inclusion on the Website. However, with respect to Content you submit or make available for inclusion on publicly accessible areas of the Website, you grant Vivace Music an irrevocable, royalty-free, non-exclusive, unrestricted, worldwide license to use, copy, sublicense, adapt, transmit, publicly perform, display, in all languages, and to incorporate such Content into other works in any format or medium now known or later developed. “Publicly accessible” areas of the Website are those areas of the Website that are intended by Vivace Music to be available to the general public. By way of example, publicly accessible areas of the Website would include Vivace Music discussion boards and portions of the Website that are open to both members and visitors. However, publicly accessible areas of the Website would not include portions that are limited to members, or enrolled distance education students, Vivace Music online services intended for private communication such as Vivace Music e-mail, or areas off of the Vivace Music network of properties such as portions of websites that are accessible through the Website but are not hosted or served by Vivace Music.
5. License
You acknowledge and agree that the Website as well as all software, course materials and content provided by Vivace Music, Vivace Music instructors, and/or third parties for the Vivace Music online courses (the “Course Content”) contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that Content contained in sponsor advertisements or information presented to you through the Website, Course Content, or advertisers is protected by copyright, trademarks, patents or other proprietary rights and laws. You agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Website or the Course Content, in whole or in part.
Vivace Music grants you a personal, non-transferable and non-exclusive right and license to use the Course Content on a single computer; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Course Content. You agree not to modify the Course Content in any manner or form, or to use modified versions of the Course Content, including (without limitation) for the purpose of obtaining unauthorized access to the Website, or any portion of the Website. You agree not to access the Website by any means other than through the interface that is provided by v for use in accessing the Website.
6. Individual Registration; Monitoring
You acknowledge and agree that Vivace Music, its affiliates, employees, contractors, and other designated representatives may monitor any and all of your activities in your use of the Course Content, including without limitation your session activity, progress preparing for exams, and results on practice exams. You acknowledge that Vivace Music’s ability to monitor access to, usage of, and potential misuse of the Course Content is essential to Vivace Music. To facilitate this, you represent that you have registered for the Website under your true legal name. You further acknowledge and agree that your employer or sponsoring firm, management and/or other persons designated by your employer or sponsoring firm, may monitor any and all of your activities in your use of the Course Content, including without limitation your session activity, progress preparing for exams, and results on practice exams. You agree to hold Vivace Music, its affiliates, suppliers, licensors, and sublicensees, and each of its and their respective employees, officers, directors, successors, licensees, agents, assigns, and advisors (collectively the “Vivace Music Parties”) harmless from and against any and all claims, damages, demands, or liabilities, including attorney’s fees and costs, relating to such monitoring activity, including without limitation any reporting and/or sharing of information regarding your use of the Course Content, and from and against any unauthorized use of the Course Content and/or any such information gathered from the monitoring activity described herein.
IF YOU ARE A “CORPORATE LICENSEE” OF THE COURSE CONTENT, YOU HEREBY GRANT TO Vivace Music, ITS AFFILIATES, AND ITS INDEPENDENT ACCOUNTANTS THE RIGHT TO EXAMINE YOUR BOOKS, RECORDS AND ACCOUNTS DURING YOUR NORMAL BUSINESS HOURS TO VERIFY COMPLIANCE WITH THIS AGREEMENT. FOR PURPOSES OF THIS AGREEMENT, A CORPORATE LICENSEE IS DEFINED AS AN ENTITY OR OTHERWISE THAT HAS CONTRACTED WITH Vivace Music TO PROVIDE THE COURSE CONTENT TO ITS STUDENTS OR OTHER “PROGRAM PARTICIPANTS”. IN THE EVENT SUCH AUDIT DISCLOSES NONCOMPLIANCE WITH THIS AGREEMENT, YOU SHALL PROMPTLY PAY TO Vivace Music THE APPROPRIATE LICENSE FEES, PLUS THE REASONABLE COST OF CONDUCTING THE AUDIT.
7. Indemnity
You agree to indemnify and hold Vivace Music, and its directors, trustees, officers, employees, agents, affiliates, and co-branders, or other partners, and other users, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of Content you submit, post, transmit or make available through the Website, your use of the Website, your connection to the Website, your violation of the TOU, or your violation of any rights of any third party.
8. Dealings with Third Parties
Your correspondence or business dealings with, or participation in promotions of, third parties found on or through the Website, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. You agree that Vivace Music shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Website.
9. Links
The Website may provide, or third parties may provide, links to other websites or resources. Because Vivace Music has no control over such sites and resources, you acknowledge and agree that Vivace Music is not responsible for the availability of such external websites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products, or other materials on or available from such websites or resources. You further acknowledge and agree that Vivace Music shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such website or resource.
10. Payment
Vivace Music offers paid “Services”, including but not limited to the Course Content for a fee. Unless otherwise stated, all fees are quoted in U.S. Dollars. You are responsible for paying all fees and applicable taxes in a timely manner with a payment mechanism associated with the applicable paid Services. If your payment method fails or your account is past due, we may collect fees using other collection mechanisms. Fees may vary based on your location and other factors, and Vivace Music reserves the right to change any fees at any time at its sole discretion. Any change, update, or modification will be effective immediately upon posting through the relevant Services.
11. Confidentiality
You acknowledge that the Course Content is confidential and proprietary to Vivace Music, that the information contained therein is of significant value, and that its disclosure to others would cause irreparable harm to Vivace Music. You agree that, upon expiration of the limited term of the license granted to you herein, you will return or destroy any copies of Course Content materials received from Vivace Music.
12. Content Updates
From time to time and at its sole discretion, Vivace Music may make updates to the Course Content as a result of changes in regulations and topics tested. Vivace Music has no obligation to you to make such updates, and any failure to do so shall not result in any liability of any kind to Vivace Music. In the event that Vivace Music releases updates to the Course Content materials, Vivace Music may post updates to the Course Content web site so that you may have access to the updates or changes to the Course Content materials. There shall be no additional charge to you for access to such online updates. However, you acknowledge and agree that Vivace Music has no obligation to provide you with any physical replacement of any materials. Physical material updates may be made available, at Vivace Music sole discretion, for an additional fee.