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pf309774078

Terms and Conditions

Updated: July 13, 2011

The website located at www.sheetmusicplus.com (the "Site") is a copyrighted work belonging to Sheet Music Plus ("Company", "us", "our", and "we").  Through the Site, Company provides certain services, including its online service that enables users to purchase licenses for, and view and print, certain sheet music (such services collectively, the "Services"), and one or more proprietary software applications for viewing of such sheet music (each, an "Application").


THESE TERMS AND CONDITIONS (THE "AGREEMENT") SET FORTH THE LEGALLY BINDING TERMS FOR YOUR USE OF THE SITE, SERVICES, AND THE SHEET MUSIC, APPLICATIONS, AND OTHER MATERIALS PROVIDED THROUGH THE SITE.  BY ACCESSING OR USING THE SITE, SERVICES, OR ANY SHEET MUSIC, APPLICATION, OR OTHER MATERIAL PROVIDED THROUGH THE SITE, (1) YOU REPRESENT THAT “YOU” ARE THE INDIVIDUAL THAT REGISTERS FOR AN ACCOUNT ON THE SITE, (2) YOU ARE OF SUFFICIENT LEGAL AGE IN YOUR JURISDICTION TO CREATE BINDING LEGAL OBLIGATIONS, AND (3) YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT.  IF YOU CANNOT MAKE ANY OF THE FOREGOING REPRESENTATIONS, DO NOT ACCESS OR USE THE SITE OR SERVICES OR USE ANY SHEET MUSIC, APPLICATION, OR OTHER MATERIAL PROVIDED THROUGH THE SITE.


Certain features of the Services or Site and/or certain materials provided through the Site may be subject to additional guidelines, terms, or rules, which will be posted on the Site in connection with such features or materials.  All such additional terms, guidelines, and rules are incorporated by reference into this Agreement.  If there is any inconsistency or conflict between any provision of this Agreement and any provision in such guidelines, terms, or rules, the provision in such guidelines, terms, or rules will control but solely with respect to the feature of the Services or Site or the material provided through the Site to which such guidelines, terms, or rules apply.


1. ACCOUNT.  In order to use certain features of the Site (for example, to use the Services), you must register for an account on the Site ("Account") and provide certain information about yourself as prompted by the Site registration form.  You represent and warrant that: (a) all required registration information you submit is truthful and accurate and (b) you will maintain the accuracy of such information. You may delete your Account at any time, for any reason, by contacting Customer Service.  You are responsible for maintaining the confidentiality of your Account login information and are responsible for all activities that occur under your Account.  You agree to immediately notify Company of any unauthorized use or suspected unauthorized use of your Account or any other breach of security.  Company will not be liable for any loss or damage arising from your failure to comply with the above requirements.


2. ORDERS AND PAYMENT.  You may place an order to purchase a license to any Item (as defined in Section 3.1 below) or to purchase any material offered for sale on the Site subject to the terms of this Agreement.  YOU HEREBY AUTHORIZE COMPANY TO BILL YOUR CREDIT CARD OR PAYMENT ACCOUNT THE FEES LISTED ON THE SITE FOR THE ITEM OR MATERIAL ORDERED BY YOU.  Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you are responsible for payment of all such taxes, levies or duties.


3. PROPRIETARY RIGHTS


3.1 License Grant.  Subject to the terms of this Agreement, Company grants you a limited, non-transferable, non-exclusive license, to: (a) print one (1) physical copy of each Item solely for your use and to view on your browser each Item solely as provided through the Services and solely for your use; (b) install one (1) copy of the Application on your computer and execute the Application, in executable code only, solely for your use in conjunction with the Services; and (c) otherwise access the Site and Services solely for your own use.  An "Item" means a single license unit (as designated by Company) of specific sheet music listed in Company’s then-current sheet music catalog posted on the Site.


3.2 License Restrictions.  The rights granted to you in this Agreement are subject to the following restrictions: (a) with respect to any given Item, you shall not (i) download the Item onto your computer, computing device, hard drive, or any other storage medium, (ii) print more than one (1) copy of the Item for each license unit of such Item purchased by you hereunder, make any copies (in any form) of such print copy, or otherwise publish the Item, (iii) modify or create derivative works of any Item, or (iv) use the Item in any manner except as expressly permitted in Section 3.1(a); (b) with respect to any Application, you shall not (i) merge the Application with other software, (ii) distribute, sublicense, lease, rent, loan, or otherwise transfer the Application to any person, (iii) modify, make derivative works of, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Application, or (iv) otherwise use or copy the Application except as expressly allowed under Section 3.1(b); and (c) with respect to the Site and Services you shall not (i) use the Site or Services in order to build a similar or competitive service, (ii) modify, make derivative works of, disassemble, reverse compile or reverse engineer any portion of the Site or Services, or (iii) use the Site or Services in any manner except as expressly permitted in Section 3.1(c).  All copyright and other proprietary notices on any materials provided through the Site must be retained on all copies thereof.


3.3 Ownership.  You acknowledge that all the intellectual property rights, including copyrights, patents, trade marks, and trade secrets, in the Site, Services, Items, Applications, and other materials provided through the Site, are owned by Company or Company’s suppliers.  The provision of the Site, Services, Items, Applications, or other materials provided through the Site, does not transfer to you or any third party any intellectual property rights thereto. Company and its suppliers reserve all rights not granted in this Agreement.  Company grants no implied licenses in this Agreement.


3.4 Feedback.  If you provide Company any feedback or suggestions regarding the Site, Services, Items, Applications, or materials provided through this Site (collectively, "Feedback"), you hereby assign to Company all rights in the Feedback and agree that Company shall have the right to use such Feedback and related information in any manner it deems appropriate.  Company will treat any Feedback you provide to Company as not confidential or proprietary to you.  You agree that you will not submit to Company any information or ideas that you consider to be confidential or proprietary.


3.5 Third Party Software.  You acknowledge that certain features of the Site or Services or certain Applications may require the use of separate third party software (for example, Flash), which you must download on to your computer from the site of the licensor of such third party software.  Such third party software is governed by the license agreement provided by the licensor of such third party software and not this Agreement.


4. NECESSARY EQUIPMENT.  You are solely responsible for ensuring that your computer, printer, and related equipment are in good working condition and have the necessary connectivity to access the Site and Services.  Company will not be liable to you for any inability to print any Item resulting from or relating to your computer, printer, or related equipment, or connectivity issues.


5. MODIFICATION.  Company reserves the right, at any time, to modify, suspend, or discontinue, in whole or in part, the Site (including your Account) and/or any Service, Item (including your ability to view or print any Item for which you have purchased a license hereunder), Application, or other material provided through the Site, with or without notice.  Upon purchase of a license to any Item, you should immediately print such Item in accordance with this Agreement and carefully retain such print copy in your records. You agree that Company will not be liable to you or to any third party for any modification, suspension, or discontinuance of, in whole or in part, the Site (including your Account) and/or any Service, Item (including your ability to view or print any Item for which you have purchased a license hereunder), Application, or other material provided through the Site.


6. PRIVACY.  We collect, use, and disclose information in accordance with our Privacy Policy.


7. INDEMNITY.   You agree to indemnify and hold Company (and its officers, directors, employees, and agents) harmless from any and all liabilities, losses, damages, costs or expense (including attorneys' fees), arising from or relating to any claim or demand made by any third party due to or arising out of (i) your use of the Site, Services,  Items, Applications, or other materials provided through the Site, (ii) your violation of this Agreement, or (iii) your violation of any applicable law or regulation.


8. THIRD PARTY SITES & ADS


8.1 Third Party Sites & Ads.  The Site may contain links to third party websites, services, and advertisements for third parties (collectively, "Third Party Sites & Ads").  Such Third Party Sites & Ads are not under the control of Company and Company is not responsible for any Third Party Sites & Ads.  Company provides these Third Party Sites & Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Sites & Ads.  You use all Third Party Sites & Ads at your own risk. When you link to a Third Party Site & Ad, the applicable third party's terms and policies apply, including the third party's privacy and data gathering practices.  You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third Party Sites & Ads.


8.2 Release.  You hereby release and forever discharge us (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or relates directly or indirectly to, any interactions with, or act or omission of, Third Party Sites & Ads.  IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR."


9. DISCLAIMER. THE SITE, SERVICES, ITEMS, APPLICATIONS, AND OTHER MATERIALS PROVIDED THROUGH THE SITE ARE PROVIDED "AS-IS" AND "AS AVAILABLE" AND WE (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT.  WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SITE, SERVICES, ITEMS, APPLICATIONS, OR OTHER MATERIALS PROVIDED THROUGH THE SITE, (A) WILL BE AVAILABLE ON AN UNINTERRUPTED OR TIMELY BASIS, (B) WILL MEET YOUR REQUIREMENTS, OR (C) WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE,  COMPLETE, OR SECURE.  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.  


10. LIMITATION ON LIABILITY.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT, LOST DATA, LOST ITEM, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, THE SITE, SERVICES, ITEMS, APPLICATIONS, OR OTHER MATERIALS PROVIDED THROUGH THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  USE OF THE SITE, SERVICES, ITEMS, APPLICATIONS, AND OTHER MATERIALS PROVIDED THROUGH THE SITE, ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING THEREFROM.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT AND YOUR USE OF, OR INABILITY TO USE, THE SITE, SERVICES, ITEMS, APPLICATIONS, OR OTHER MATERIALS PROVIDED THROUGH THE SITE, FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID BY YOU TO THE COMPANY FOR THE ITEM, APPLICATION, OR OTHER MATERIAL PROVIDED THROUGH THE SITE THAT GIVES RISE TO THE LIABILITY. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.  YOU AGREE THAT COMPANY’S SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND UNDER OR AS A RESULT OF THIS AGREEMENT.SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.


11. TERM AND TERMINATION.   We may terminate this Agreement, at any time for any reason at our sole discretion, including for any use of the Site, Services, Items, Applications, or other materials provided through the Site, in violation of this Agreement or in connection with Section 5 above.  Upon termination of this Agreement, your Account and all licenses granted to you hereunder will terminate immediately.  Company will not have any liability whatsoever to you for any termination of this Agreement.  Even after this Agreement is terminated, the following provisions of this Agreement will remain in effect: Sections 3.2, 3.3, 3.4 and 6 through 12.


12. GENERAL


12.1 No Support or Maintenance.  You acknowledge and agree that, unless otherwise agreed in writing by Company, Company will have no obligation to provide you with any support or maintenance in connection with the Site, Services, Items, Applications, or other materials provided through the Site.


12.2 Changes to Agreement.  This Agreement is subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any) and/or by prominently posting notice of the changes on our Site.  Any changes to this Agreement will be effective upon the earlier of thirty (30) calendar days following our dispatch of an e-mail notice to you (if applicable) or thirty (30) calendar days following our posting of notice of the changes on our Site.  These changes will be effective immediately for new users of our Site or Services.  You are responsible for providing us with your most current e-mail address.  In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice.  Continued use of our Site or Services following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.


12.3 Dispute Resolution


(a) PLEASE READ THIS SECTION 12.3 CAREFULLY.  IT AFFECTS YOUR RIGHTS. Except for claims of infringement or misappropriation of Company's intellectual property rights, any and all disputes between you and Company arising under or related in any way to this Agreement must be resolved through binding arbitration as described in this Section.  This agreement to arbitrate is intended to be interpreted broadly.  It includes, but is not limited to, all claims and disputes relating to your use of the Site, Services, Items, Applications, and other materials provided through the Site.


(b) YOU AGREE THAT BY ENTERING INTO THESE TERMS, YOU AND COMPANY ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.  YOU AND COMPANY 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 PROCEEDING.  ANY ARBITRATION WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED.


(c) The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes of the American Arbitration Association ("AAA"), as modified by this section.  For any claim where the total amount of the award sought is $10,000 or less, the AAA, you and Company must abide by the following rules:  (a) the arbitration shall be conducted solely based on written submissions; and (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties.  If the claim exceeds $10,000, the right to a hearing will be determined by the AAA rules, and the hearing (if any) must take place in San Francisco, CA. The arbitrator's ruling is binding and may be entered as a judgment in any court of competent jurisdiction.  In the event this agreement to arbitrate is held unenforceable by a court, then the disputes that would otherwise have been arbitrated shall be exclusively brought in the state courts located in Alameda County, California or the federal courts for the Northern District of California.  Claims of infringement or misappropriation of the other party's patent, copyright, trademark, or trade secret shall be exclusively brought in the state courts located in Alameda County, California or the federal courts for the Northern District of California.


(d) This Agreement shall be governed by and construed solely and exclusively in accordance with the laws of the State of California, USA without giving effect to any law that would result in the application of the law of another jurisdiction.


12.4 Miscellaneous. This Agreement constitutes the entire agreement between you and us regarding the subject hereof. Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. The word "including" means "including without limitation."  If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.  Your relationship to Company is that of an independent contractor, and neither party is an agent or partner of the other.  This Agreement, and your rights and obligations herein, may not be assigned, delegated, or otherwise transferred by you without Company's prior written consent, and any attempted assignment, delegation, or transfer in violation of the foregoing will be null and void.  Company may freely assign, delegate or transfer this Agreement.  The terms of this Agreement shall be binding upon assignees.


12.5 Electronic Communications.  The communications between you and Company use electronic means, whether you use the Services or Site or send us emails, or whether Company posts notices on the Site or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Company in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in a hardcopy writing. The foregoing does not affect your non-waivable rights.


12.6 Copyright/Trademark Information.  Copyright © 2011, Sheet Music Plus. All rights reserved.  All trademarks, logos and service marks ("Marks") displayed on the Site are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.


12.7 Contact Information:

Sheet Music Plus
Attn: Customer Service
1300 64th Street
Emeryville, CA 94608

USA