Please read these Terms and Conditions of Use (“TOU”) carefully. You must agree to these TOU before you are permitted to use any Ultimate Music Theory digital or downloadable resources, online course, one-on-one or group coaching, class, program, workshop, or training, or enter any online private forums operated by Ultimate Music Theory Ltd. (for any purpose), whether on a website hosted by Ultimate Music Theory or a third-party website such as an online course platform or facebook.com (collectively “the Program”).
If you do not agree with these TOU, you may not use the Program.
As used in these TOU, the term “Releasees” is defined to include the following: (i) Ultimate Music Theory, its subsidiaries, affiliated companies, owners, members, managers, directors, officers, past and present employees, agents, coaches, representatives, successors and assigns (collectively “the Company”); (ii) any Company volunteers; (iii) Glory St. Germain.
1. The Program
You will receive as part of the Program:
The Company reserves the right to offer additional program elements from time to time, for any subgroup of participants. These additional program elements are a bonus, not a part of the services included in the base version of the Program. The selection of the participants who may participate in any additional program elements is at the sole discretion of the Company.
3. Payment and Refunds
You agree to the following fees and payment schedule:
One-time payment or monthly payments.
If paying by debit card or credit card, you give us permission to automatically charge your credit or debit card for all fees and charges due and payable to the Company, without any additional authorization, for which you will receive an electronic receipt. You also agree that the Company is authorized to share any payment information and instructions required to complete the payment transactions with its third-party payment service providers (e.g., credit card transaction processing, merchant settlement, and related services).
If payment is not received when due, you will have a three (3) day grace period to make the payment, otherwise, the Program will not continue and we reserve the right to terminate your access to the Program and all Content immediately and permanently.
If you fail to make any payment in a timely manner or voluntarily withdraw from the Program at any time or for any reason, you will remain fully responsible for the full cost of the Program and all payments in any payment plan you have chosen. The Company reserves the right to charge a late fee on all balances more than 30 days overdue. You agree to reimburse the Company for all collection and/or legal fees and expenses necessitated by lateness or default in payment.
Your satisfaction with the Program is important to us. However, because of the extensive time, effort, preparation, and care that goes into creating and providing the Program we have a no refund policy. Unless otherwise provided by law, you acknowledge that we do not offer refunds for any portion of your payment for any of our Programs (Online Courses, Membership/Coaching), and no refunds will be provided to you at any time. By using and/or purchasing our Program, you understand and agree that all sales are final and no refunds will be provided.
Company reserves the right, in its sole discretion, to determine how to discipline a participant who violates these Terms. Therefore, if a participant disagrees with how the Company disciplines another member and requests a refund, the Company will deny such request.
Furthermore, if a participant violates these Terms, the Company reserves the right, in its sole discretion, to offer the participant another opportunity to abide by these Terms. If a participant disagrees with the Company offering another participant a second opportunity to follow these terms, no grounds for a participant to receive a refund would be created, and any request for a refund on this basis shall be denied.
If, in the Company’s sole right and discretion, you persist with behaviors or actions that violate these Terms, the Company may terminate your access and participation in the Program without notice and without refund.
The Company may offer additional program elements for members. The Company reserves the right, in its sole discretion, to offer member participation in these additional program elements to specific members. If a member is denied participation in these additional program elements, no grounds for a member to receive a refund would be created and any request for a refund on this basis will be denied.
Since we have a clear and explicit Refund Policy in these TOU that you have agreed to prior to completing the purchase of the Program, we do not tolerate or accept any type of chargeback threat or actual chargeback from your credit card company or payment processor. If a chargeback is placed on a purchase or we receive a chargeback threat during or after your purchase, we reserve the right to report the incident to all three credit reporting agencies or to any other entity for inclusion in any chargeback database or for listing as a delinquent account, which could have a negative impact on your credit report score. The information reported will include your name, email address, order date, order amount, and billing address. Chargeback abusers wishing to be removed from the database shall make the payment for the amount of the chargeback.
5. Intellectual Property Rights
a. Ownership of the Content
The words, videos, voice, and sound recordings, training materials, design, layout, graphics, photos, images, information, materials, documents, data, databases, and all other information and intellectual property accessible on or through the Company website, any third-party website the Company may use to distribute or host the Program and contained in e-mails sent to you by the Company, as well as the look and feel of all of the foregoing (“the Content”) is property of the Company and/or our affiliates or licensors unless otherwise noted, and it is protected by copyright, trademark, and other intellectual property laws.
b. The Company’s Limited License to You:
If you view, purchase or access any Program or any of the Content, you will be considered our Licensee. For the avoidance of doubt, you are granted a revocable, non-transferable license for personal, non-commercial use only, limited to you only.
This means you may view, download, print, email and use one copy of individual pages of the Program and Content for your own personal purposes or your own business only.
You may not republish, reproduce, duplicate, copy, sell, display, disclose, distribute to friends, family, or any other third party, or otherwise use any material from the Program or Content for commercial purposes or in any way that earns you or any third party money (other than by applying them generally in your own business). By downloading, printing, or otherwise using the Program or Content for personal use you in no way assume any ownership rights of the Content – it is still Company property. Any unauthorized use of any materials found in the Program or Content shall constitute infringement.
You must receive our written permission before using any of the Programs or Content for your own commercial use or before sharing with others.
The trademarks and logos displayed on the Program or Content are trademarks belonging to the Company unless otherwise indicated. Any use including framing, metatags, or other text utilizing these trademarks, or other trademarks displayed, is strictly prohibited without our written permission.
All rights not expressly granted in these terms or any express written license are reserved by us.
c. Unauthorized Use
Your use of any materials found in the Program or Content other than that expressly authorized in this agreement or by a separate written assignment is not permitted (“Unauthorized Use”). You agree to pay liquidated damages of five (5) times the total fees paid for the Program in the event of your Unauthorized Use, or a minimum of $5,000 if you did not pay fees for the Program, in addition to any legal or equitable remedies the Company may be entitled to pursue. This is not a penalty but an agreed liquidated damages charge for the Unauthorized Use.
You agree that any violation or threatened violation of the Intellectual Property Rights terms in this Agreement would cause irreparable injury to Us that may not be adequately compensated by damages, entitling Us to obtain injunctive relief, without bond, in addition to all legal remedies.
d. Your License to the Company; Use in Testimonials and Marketing.
By posting or submitting any material during the Program such as comments, posts, photos, designs, graphics, images or videos, or other contributions, you are representing to us that you are the owner of all such materials and you are at least 18 years old. You are also granting us, and anyone authorized by us, an unlimited, royalty-free, perpetual, irrevocable, non-exclusive, unrestricted, worldwide license to use, copy, modify, transmit, sell, exploit, create derivative works from, distribute, and/or publicly perform or display your contributions, in whole or in part, in any manner or medium, now known or developed in the future, for any purpose, and granting us the right to make it part of the Company’s current or future Program and Content. This right includes granting us proprietary rights or intellectual property rights under any relevant jurisdiction without any further permission from you or compensation by us to you.
You also consent to photographs, videos, and/or audio recordings, including teleconference calls, webinars, or other communications, that may be made by the Company during the Program that may contain you, your voice, and/or your likeness. In the Company’s sole discretion, we reserve the right to use these photographs, videos, and or/audio recordings and/or any other materials submitted by you to the Company or created by the Company in connection with your participation in any Program, without compensation to you at any time, now or at any time in the future.
You also grant us, and anyone authorized by us, the right to use your likeness and identify you as the author and individual depicted in any comments, posts, photos, images, videos, or other contributions created by you or the Company, or by name, email address, or screen name, for any purposes, including commercial purposes and advertising. You acknowledge that we have the right but not the obligation to use any contributions from you and that we may elect to cease the use of any such contributions in the Program or in our Content at any time for any reason.
This means you give the Company permission to use anything you submit or post in the Program or any third-party forum or website operated by the Company, or anything captured by the Company during your participation in the Program, including images in which your face is visible and recognizable.
e. Request for Permission to Use the Content
If you wish to use any of the Content, or any other intellectual property or property belonging to us, you should request permission in writing BEFORE you use the Content by completing the by sending an e-mail to [email protected]
If you are granted permission by the Company, you agree to use the specific Content that the Company allows and only in the ways for which the Company has given you its written permission. If you choose to use the Content in ways that the Company does not specifically give you written permission, you agree now that you will be treated as if you had copied, duplicated, and/or stolen such Content from us, and you consent to immediately stop using such Content and to take whatever actions as we may request and by the methods and in the time frame that we prescribe to protect our intellectual property and ownership rights in the Program and Content.
6. Your Conduct in the Program; Confidentiality
Please choose carefully the materials that you upload to, submit to, or embed on any website operated by the Company and any third-party forums operated by the Company. Any material you post on the Company’s website or in any third-party forums operated by the Company may become public.
Company is not legally bound to keep your information confidential. You agree to keep all information you learn about other Program participants, their business, or clients (as applicable), strictly confidential except in very rare circumstances where disclosure is required by law.
You are responsible for your material and for any liability that may result from the material you post. You participate, comment, and post material at your own risk. Any communication by you on the Company’s website and any third-party forums operated by the Company, whether by leaving a comment, participating in a chat, public or private forum, or another interactive service, must be respectful. You may not communicate or submit any content or material that is abusive, vulgar, threatening, harassing, knowingly false, defamatory or obscene, or otherwise in violation of any law or the rights of others. You agree to post comments or other material only one time.
The Company, in its discretion, may delete or modify, in whole or part, any post, comment, or submission to the Company’s and any third-party forums operated by the Company. The Company does not, however, have any obligation to monitor posts, comments, or material submitted by third parties. The Company neither endorses nor makes any representations as to the truthfulness or validity of any third-party posts, comments, or material on the Company website or any third-party forums operated by the Company. The Company shall not be responsible or liable for any loss or damage caused by third-party posts, comments, or materials on the Company website and any third-party forums operated by the Company.
You are strictly forbidden from the following:
The Company does its best to create a safe and welcoming space for all participants, however, Company cannot guarantee that all participants will follow these guidelines. Company, in its sole discretion, may remove any participant’s comments, posts, content, or materials, however, Company does not have a duty to review all comments, posts, content, and material shared within any online private forums or groups or on any group call. Therefore, Company shall not be held liable for any participant’s comments, actions, posts, content, or materials that result in another participant’s trauma or discomfort.
8. Username and Password
The Company reserves the right in its sole discretion to refuse or terminate your access to the Program and Content, in full or in part, at any time without notice. In the event of cancellation or termination, you are no longer authorized to access the part of the Program or Content affected by such cancellation or termination. The restrictions imposed on you in these TOU with respect to the Program and its Content will still apply now and in the future, even after termination by you or the Company.
Earnings and Results Disclaimer. You agree that Company has not made and does not make any representations about the earnings or results you may receive as a result of your participation in the Program. The Company cannot and does not guarantee that you will achieve any particular result or earnings from your use of the Program, and you understand that results and earnings differ for each individual.
Any links to third-party products, services, or sites are subject to separate terms and conditions. The Company is not responsible for or liable for any content on or actions taken by such a third-party company or website. Although the Company may recommend third-party sites, products, or services, it is your responsibility to fully research such third parties before entering into any transaction or relationship with them.
The Company tries to ensure that the availability and delivery of the Program and Content are uninterrupted and error-free. However, the Company cannot guarantee that your access will not be suspended or restricted from time to time, including to allow for repairs, maintenance, or updates, although, of course, we will try to limit the frequency and duration of suspension or restriction.
THE INFORMATION, PRODUCTS, AND SERVICES OFFERED ON OR THROUGH THE PROGRAM AND CONTENT ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FOR A PARTICULAR PURPOSE. THE COMPANY DOES NOT WARRANT THAT THE PROGRAM OR ANY OF ITS FUNCTIONS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY PART OF THE WEBSITE, INCLUDING MEMBERSHIP PAGES, OR THE SERVERS THAT MAKE IT AVAILABLE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
THE COMPANY SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE PROGRAM, INCLUDING ITS MATERIALS, PRODUCTS OR SERVICES, OR THIRD-PARTY MATERIALS, PRODUCTS OR SERVICES MADE AVAILABLE THROUGH THE PROGRAM.
Security for all personally identifiable information is extremely important to us. Unfortunately, no data transmission over the internet can be guaranteed to be 100% secure. As a result, while we strive to protect your personal information, The Company cannot ensure or warrant the security of any information you transmit via the internet. By transmitting any such information to the Company, you accept that you do so at your own risk.
10. Legal Disputes
You agree to defend, indemnify, release, and hold harmless the Company and any directors, officers, agents, contractors, partners, assigns, successors-in-interest and its and their employees from and against any and all claims, damages, obligations, losses, liabilities, costs, debt and expenses (including but not limited to attorney’s fees) arising from or in connection with: (i) your use of the Program or Content in violation of these TOU, (ii) any breach by you of these TOU or any representation and warranty made by you herein, (iii) any comment, post, or material you submit to the Company’s website or any third-party forum or website operated by the Company, (iv) your use of materials or features available on the Program or Content (except to the extent a claim is based upon infringement of a third-party right by materials created by the Company) or (v) a violation by you of applicable law or any agreement or terms with a third party to which you are subject.
12. Force Majeure
The Company shall not be deemed in breach of this Agreement if Company is unable to provide all of the Program or any portion thereof by reason of fire, earthquake, labor dispute, act of God or public enemy, epidemic, pandemic, death, illness, or incapacity of the Company or any local, state, federal, national or international law, governmental order or regulation or any other event beyond Company’s control (collectively, “Force Majeure Event”). Upon the occurrence of any Force Majeure Event, the Company shall give notice to you of its inability to perform or of delay in completing the Program and shall propose revisions to the schedule for completion of the Program or other accommodations, or may terminate this Agreement.
This Agreement may only be modified by the agreement of both parties in writing. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will remain in full force and the invalid or unenforceable provision will be replaced by a valid or enforceable provision.
This is the entire agreement of the parties and reflects a complete understanding of the parties with respect to the subject matter. This agreement supersedes all prior written and oral representations.
By clicking on the box when signing up for the Program, you are providing the electronic equivalent of your signature and assert that you have read, understood, and agreed to this entire document. If you do not agree with these TOU, do not purchase or use the Program or Content.