Meludia Terms and Conditions of Use Agreement
Last updated: April 1, 2020
1. DESCRIPTION OF SERVICE, ACCEPTANCE OF TERMS, MODIFICATION
Meludia SAS (“Company”) provides users (“Users”) of the web pages located at http://www.meludia.com and/or any related downloadable software (the “Site”) with an online training system to enable students of all levels to learn music concepts and theories organically and potentially other features, functions or services (collectively, the “Service”). Certain portions of the Site and the Services are only available to Users who become members (“Members”). To become a Member, you must provide Company with certain personal information and create an account.
Company may change, suspend or discontinue any aspect of the Service at any time. Company may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability. In addition, when using particular Company services, you and Company shall be subject to any additional terms, guidelines or rules applicable to such services, as they may be posted and updated from time to time (“Rules”). All such Rules are hereby incorporated by reference into this Agreement. Company may offer other services or features from time to time that are governed by different terms of service. Unless explicitly stated otherwise, such services or features shall be subject to this Agreement.
3. LICENSE AND SITE ACCESS
Company grants you a non-transferable, non-sublicensable limited license to access and make personal use of the Site and the Service. You agree not to download (other than page caching) or modify the Site, content appearing on the site, or any portion of either the Site or site content, except with express written consent of Company. This license does not include any resale or commercial use of the Site, the Service, or its contents; any downloading or copying of account information for the benefit of another merchant; or any use of data mining, robots, or similar data gathering and extraction tools. This license terminates automatically upon any unauthorized use. The Site, Service, or any portion thereof may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of Company.
4. ACCOUNT, PASSWORD, SECURITY
You will designate a password when registering as a Member. You are responsible for maintaining the confidentiality of the password and account, and are fully and solely responsible for all activities, including without limitation any transactions, that occur under your account. Your Membership may be terminated if someone else uses your account to engage in activity that violates this Agreement or is otherwise improper or illegal. Members agree not to share their username and password with anyone. Company cannot and will not be liable for any loss, damage or charges incurred arising from your failure to comply with this this Section 4.
Company reserves the right to approve your Membership at any time for any reason with any conditions at the sole discretion of Company. Company reserves the right to terminate any Member account at any time for any reason with any conditions at the sole discretion of Company.
You agree to not use the Site or export any portion of the Site in violation of applicable export regulations. You are responsible for adhering to all relevant local and national laws wherever you are.
6. INTELLECTUAL PROPERTY
As between you and the Company, the Company is the owner of all intellectual property rights, including all copyrights, patents, trademarks associated with the Site and the Service, including all associated software, logos, text, and graphics. You agree not to use any Company intellectual property without Company’s prior permission.
You agree to abide by the terms of this Agreement, obey all Rules made available to you by Company via the Site, and to not use the Service to: (i) interfere with, manipulate, or take any actions that may undermine the integrity of any system used on the Site; (ii) interfere with or disrupt the Site or servers or networks connected to the Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Site; (iii) collect or store personal data about other Users; (iv) harass, abuse, or harm another person, or (v) in order to contact, advertise to, solicit, or sell to any other User without their prior explicit consent.
Without limiting other remedies, Company may immediately warn others of your actions, issue a warning, temporarily suspend, indefinitely suspend or terminate your membership, freeze your transactions and refuse to provide the Service to you if: (i) you breach, or Company has reason to believe that you have breached, this Agreement or any document it incorporates by reference; (ii) we are unable to verify or authenticate any information you provide to Company; or (iii) we believe that your actions may cause financial loss, legal liability or other harm to you, Company or Users. Further, your membership may be terminated and you may be denied access to the Service if you breach any other agreement between you and Company in any way.
You are solely responsible for your interactions with other Users of the Site. Company reserves the right, but has no obligation, to monitor disputes between you and other Users.
8. THIRD-PARTY CONTENT
The Site and the Service may include third-party content or links to third part websites or services (collectively, “Third Party Content”). Company has no control over, and assumes no responsibility for, Third Party Content or the terms and conditions of use, privacy policies, or practices associated therewith. You acknowledge and agree that Company shall have no liability arising from your use of any Third Party Content and that you shall assume the sole responsibility for and risk associated with your use of Third Party Content. Accordingly, Company encourages you to be aware when you leave the Company Site and to read the terms and conditions and privacy policies associated with any Third Party Content. Similarly, please review carefully any terms related to contests or promotions that Company may run on the Site or Service.
Company may terminate this Agreement at any time for any reason. You have the right to cancel your Membership at any time (provided that you understand that Company will not refund any amounts paid by you for use of the Site or Service). If you do not agree to the terms in this Agreement, your sole remedy is to not use the Site and Service and to cancel your Membership. To cancel your Membership, please send an email to contact @ meludia.com setting forth the email you used to register and explicitly stating your desire to cancel. Sections 6, 7, 11 through 16 and any other provisions which by their nature should survive, shall continue in full force and effect upon any termination of this Agreement.
10. REPRESENTATIONS & WARRANTIES
You represent and warrant that you have the full authority to act on your behalf and that either (i) you are more than 18 years of age, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement or (ii) you are between the ages of 13 and 18 and have obtained parental consent prior to accessing the Site or using the Service and, for the avoidance of doubt, prior to initiating any transaction. You represent and warrant that you shall not act in any manner that conflicts or interferes with any existing commitment or obligation of yours, and that no agreement previously entered into by you will interfere with your performance of your obligations under this Agreement. You represent and warrant that your use of the Site and Service shall be in compliance with any applicable laws, rules and regulations of any governmental authority.
You acknowledge that any reliance on any opinion, advice, statement, or information available on the Site or the Service is at your sole risk. Company makes no warranty as to the quality, accuracy, completeness, and validity of any materials on the Site or the Service and does not warrant that the functions contained on the Site will be uninterrupted or error-free, or that defects will be corrected. The Site and the Service may contain views, opinions, statements, and recommendations of third-party individuals and organizations, and Company does not represent or endorse the accuracy, correctness, or reliability of any advice, opinion, statement, or other information displayed, uploaded, or distributed through the Site or the Service.
YOUR USE OF THE SERVICE AND ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE AND ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
COMPANY MAKES NO WARRANTY THAT (i) THE SERVICE AND ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE AND ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COMPANY OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
12. INDEMNIFICATION, LIMITED LIABILITY, CLASS ACTION WAIVER
You hereby indemnify and hold harmless, and upon Company’s request, defend, Company and its directors, officers and employees from and against any and all losses, liabilities, damages, costs or expenses (including reasonable attorneys’ fees and costs) arising out of any claim, action, or proceeding brought by a third party based on: (i) your use of the Site and Service; (ii) any use of your Membership account, including without limitation the illegal or improper use of your Membership account by someone to whom you have given permission; (iii) a breach of any warranty, representation, covenant or obligation of yours under this Agreement; or (iv) your violation of any third part right. Company shall promptly notify you of any such claim, and you shall assume control of the defense of such claim upon Company’s request. Company shall have the right, at its expense, to participate in the defense thereof under your direction.
EXCEPT PURSUANT TO YOUR INDEMNITY OBLIGATIONS, AND EXCEPT FOR A BREACH OF YOUR REPRESENTATIONS AND WARRANTIES UNDER THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDING LOSS OF PROFITS OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THEIR POSSIBILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, COMPANY’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO COMPANY PURSUANT TO THIS AGREEMENT DURING THE TERM OF YOUR MEMBERSHIP.
YOU AND COMPANY AGREE THAT ANY PROCEEDINGS TO RESOLVE OR LITIGATE ANY DISPUTE WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS, AND THAT NEITHER YOU NOR COMPANY WILL SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION, A REPRESENTATIVE ACTION, A COLLECTIVE ACTION, A PRIVATE ATTORNEY-GENERAL ACTION, OR IN ANY PROCEEDING IN WHICH YOU OR COMPANY ACTS OR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY. YOU AND COMPANY FURTHER AGREE THAT NO PROCEEDING WILL BE JOINED, CONSOLIDATED, OR COMBINED WITH ANOTHER PROCEEDING WITHOUT THE PRIOR WRITTEN CONSENT OF YOU, COMPANY, AND ALL PARTIES TO ANY SUCH PROCEEDING.
13. APPLICABLE LAW
This Agreement and the relationship between you and Company shall be governed by the internal law of the State of New York without regard to its conflict of law provisions. You agree to submit to the personal jurisdiction of the state and federal courts located in New York County, New York, although Company reserves the right to bring proceedings against you for breach of these terms and conditions in your country of residence or in any other relevant jurisdiction.
The failure of Company to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect.
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 Service or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.
Company may assign this Agreement, in whole or in part, at any time without notice to you. You may not assign this Agreement or transfer any rights to use the Site or Service.
The section titles in this Agreement are for convenience only and have no legal or contractual effect.