Terms of Service Agreement
This Terms of Service Agreement (the "Agreement")
is an agreement between you (the "User") and Art of Composition.
("Art of Composition", "we", or "us").
We provide Users with an interactive web system intended for use by composers.
The purpose of this intent is to help composers self publish their own works using an ecommerce portal
as well as hosting service, design templates, and content management system.
This Agreement explains our obligations to you, and your obligations to us.
This Agreement is the entire Agreement between us.
By using the Site in any way you are agreeing to comply with these terms,
1. What We Own
All material and services available on the Site, and all
material and services provided by or through Art of Composition,
its affiliates, subsidiaries, employees, agents, licensors or other
commercial partners including, but not limited to, software, all informational text,
software documentation, design of and "look and feel," layout, and graphics associated with site design are
owned by us or other parties that have licensed their material or provided
services to us, and are protected by copyright, trademark, trade secret and
other intellectual property laws. All Art of Composition trademarks and service marks,
logos, slogans and taglines are the property of Art of Composition.
All other trademarks, service marks, logos, slogans and taglines are the
property of their respective owners. Except as otherwise specifically provided
herein, nothing should be construed as granting any license or right to use any
trademarks, service marks, logos, slogans or taglines displayed on
Art of Composition without our express written permission, or the express
written permission of such third-party that may own the trademark, service mark,
logo, slogan or tagline.
2. Rights to Use What We Own
Subject to this Agreement, Art of Composition hereby grants you a
limited, revocable, non-transferable and non-exclusive license to
use the Materials through a user identification reference
provided by Art of Composition ("User ID") to the extent,
and only to the extent, necessary to access and use the Services
in accordance with the terms of this Agreement.
This license does not permit you, and you agree not to:
decompile, reverse engineer, reverse assemble,
decipher or otherwise attempt to discover any programming
code or any source code used in or with the Materials or otherwise
distribute in any way the Materials other than as specifically
permitted in this Agreement. It is the responsibility of the User
to accurately maintain the content in their account regarding merchandise
sold. Failure to do so may result in the cancellation of your account and loss of Services.
You further agree (a) not to provide User IDs to anyone who is not your employee,
and (b) to ensure all individuals permitted to use the User IDs are
aware of and have agreed in writing to comply with the terms of this Agreement.
4. Giving Us Access to Other Accounts and Services
Some of our Services may require you to give us access
to or require you to provide login information and password information
for accounts or services you may have with third party providers.
When you provide this information to us or give us access to these third
party accounts you agree that you have read all contracts and written
agreements governing such access, login information and passwords and
that you have all the necessary contractual and legal rights to give us
such access, login information and passwords.
5. Comments and Feedback
Any questions, comments, suggestions, ideas, feedback, or other information
provided by you to us ("Comments") are not confidential and you hereby grant us a
worldwide, perpetual, irrevocable, royalty-free
license to reproduce, display, perform, distribute,
publish, modify, edit or otherwise use such Comments as we
deem appropriate, for any and all commercial and/or non-commercial purposes,
in our sole discretion.
6. Monitoring What You Provide Us
Art of Composition may, but has no obligation to, monitor
Content on the Site or websites created using our Services.
We may disclose any information necessary or appropriate
to satisfy our legal obligations, protect Art of Composition
or its customers, or operate the Services properly.
Art of Composition, in its sole discretion,
may refuse to post, remove, or require you to remove,
any Content, in whole or in part, alleged to be
unacceptable, undesirable, inappropriate, or in violation of this Agreement.
Art of Composition may, in its discretion,
also require you to place all or any portion of the
Content behind password protection. If Art of Composition has
requested Content be placed or has placed Content behind password
protection, you may not publish the password or similar information
in any way that limits the effectiveness of the password.
If Art of Composition requests that you place any Content
behind password protection and you fail to do so promptly,
Art of Composition may (a) place such Content behind password protection itself,
or (b) immediately terminate this Agreement.
7. Copyright Complaint Policy
If you believe any Materials infringe your copyrighted works,
you may provide a notification of claimed copyright infringement to
our Designated Agent for copyright complaints.
Please see our Copyright Complaint Policy for further information.
You agree to all of the following:
- You hereby certify that you are at least 18 years of age.
- You will ensure the email address provided in your account registration is valid at all times and will keep your contact information accurate and up-to-date.
- You will not use the Services or Materials for any unlawful purposes or to conduct any unlawful activity, including, but not limited to, fraud, embezzlement, money laundering or insider trading, human trafficking, or distribution of any legal or illegal pornographic material.
- You will not use the Services or Materials if you are located in a country embargoed by the U.S., or are on the U.S. Treasury Department's list of Specially Designated Nationals.
- You will not use the Services or Materials to impersonate another person.
- You will not imply or state, directly or indirectly, that you are affiliated with or endorsed by Art of Composition without our express written permission.
- You may not send unsolicited messages (also known as junk mail or SPAM) to promote any website published on the Site.
- You may not upload, post, email, transmit or otherwise make available or initiate any Content that contains software viruses, worms, Trojan horses or any other computer code, files or programs that interrupt, destroy or limit the functionality of the Services or the Materials or that may impact the ability of any Art of Composition user to access the Services.
- You will not access the Services through automated methods. The Services may only be used or accessed through an electronic device through manual control at all times.
- You may not upload individual files larger than 168MB.
- You may not send messages using the Services which do not correctly identify the sender and you may not alter the attribution of origin in electronic mail messages or postings.
- You will not share your password, let anyone else access your account, or do anything that might jeopardize the security of your account. You will not attempt to or actually access the Services or Materials by any means other than through the interfaces provided by Art of Composition.
- You will not attempt to or actually override any security component included in or underlying the Materials or Services.
- You will not attempt or engage in any action that directly or indirectly interferes with the proper working of or places an unreasonable load on Art of Composition’s infrastructure.
- You will not publish Content, or links to Content, that is:
i. Pornographic, sexually explicit, or violent.
ii. Illegal (including stolen copyrighted material and material that infringes or has the potential to infringe the intellectual property rights of another).
iii. Reasonably likely to cause harm, or that could be reasonably considered as slanderous or libelous.
iv. Breaches another’s privacy.
- You will not publish Content that is spam, is machine- or randomly-generated, and/or contains unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing), or mislead recipients as to the source of the material (such as spoofing).
- You verify that your country of residence is the same as your billing address.
Art of Composition may determine in its sole discretion whether or not an account is in violation of any of these policies. Violation of any of these policies may result in user information tracking with such information being stored to identify the offending user. Offending users may be permanently restricted from holding an account or using the Services. If Art of Composition reasonably determines that your account is being used for illegal or fraudulent activity then your account may be immediately terminated and your financial data erased. We may also report you to law enforcement officials in the appropriate jurisdictions.
9. Selling Through Art of Composition
- You may not offer or sell illegal or potentially illegal Commercial Products, including those that are counterfeited, stolen or fraudulent. Commercial Products sold using the Services must comply with all applicable laws, including Commercial Products sold to individuals outside of the U.S. Items identified as “not for distribution within the United States” may not be sold using the Services.
- You may not offer or sell Commercial Products that infringe or have the potential to infringe the intellectual property rights or proprietary rights of another.
- You may not offer or sell any Commercial Products that we, in our discretion, determine are inappropriate, offensive, pornographic, sexually explicit or violent.
- You may not offer or sell any Commercial Products that are manufactured as, or primarily intended to be used as, weapons, including firearms, restricted devices or ammunition. We reserve the right to determine, in our sole discretion, whether Commercial Products constitutes “weapons” for purposes of this Agreement.
- You may not offer or sell any Commercial Products that infringe upon or have the potential to infringe upon an individual’s privacy or that may be libelous, slanderous or otherwise defamatory.
- You may not use images or names of any third party (including notable personalities or celebrities) when offering or selling Commercial Products without first obtaining that third party’s permission.
Without limiting anything else in this Agreement, we may immediately remove Content related to the offer or sale of Commercial Products in violation of this Agreement. If you sell a Commercial Product using our Services, then you must, upon our request, (i) use commercially reasonable efforts to stop the delivery of the Commercial Products to the buyer, or (ii) pay a refund for such Commercial Products to the buyer.
10. Fees and sign up policy
Each new account will have a 7 day free trial period. Within that time the User
must officially sign up the account. This can be done in the User's admin section.
Upon signing the billing cycle shall begin. A maximum fee of $20 a month will be charged to the User.
Payment can be made with a credit card online for as many months as the User chooses. The User may also
elect for a monthly bank withdrawal. If the monthly fee is not paid Art of Composition may deem the account
inactive thus taking it offline.
In addition Art of Composition will provide an ecommerce component. Products purchased through the gateway shall
be charged 2.99% + 30 cents per transaction.
Steps to reactivate an account
- Before deactivating an account the owner will be given notice via email 7 days prior.
- The owner will have 7 days to respond before any action will be taken.
- To reactivate the account a reactivate fee of $200 will be required.
Art of Composition shall pay Texas state sales for Users residing in the state of Texas.
Any fees or taxes outside this scope will be the responsibility of the User.
- Services may be terminated by us, without cause, at any time.
- Art of Composition may terminate Services at any time, without penalty and without notice, if you fail to comply with any of the terms of this Agreement or the intellectual property protections applicable to these Services.
- Notice of termination of Services by Art of Composition may be sent to the contact e-mail associated with your account. Upon termination, Art of Composition has the right to delete all data, files, or other information that is stored in your account.
13. ERRORS AND ACCESS TO SITE
YOU ARE SOLELY RESPONSIBLE FOR THE ACCURACY AND APPROPRIATENESS OF ALL DATA AND CONTENT WITHIN YOUR WEBSITE; INCLUDING PRODUCT PRICING, AND PRODUCT DESCRIPTIONS, SHIPPING CHARGES, CONTACT INFORMATION, EMAIL COMMUNICATIONS, AND RESPONSIBLE FOR INACCURATE INFORMATION AND ANY POTENTIAL DAMAGES CAUSED BY SUCH INACCURACIES. YOU FURTHER UNDERSTAND THAT ART OF COMPOSITION MAY NOT MAINTAIN COPIES OF FILES OR DOCUMENTS THAT ARE SENT BY YOU AND THAT YOU ARE SOLELY RESPONSIBLE FOR BACKING UP THIS DATA.
14. Third Party Websites; Third Party Services; No Implied Endorsement
The Site may contain links to other web sites owned by third parties ("Third Party Sites"). Please note that when you click on any of these links, you are entering another website for which we have no responsibility or control. You may also have the ability through the Site to login to accounts that you have for services provided by third parties (“Third Party Services”) or to link accounts for Third Party Services to your Art of Composition account. Art of Composition is not responsible for any activity occurring within Third Party Services, even if logged in through or linked to a Art of Composition account.
You agree that we shall not be responsible for any loss or damage of any sort incurred as a result of your use of any Third Party Sites and/or Third Party Services, whether or not you were linked to or directed to a Third Party Site or Third Party Service through the Site. You acknowledge that Third Party Sites and Third Party Services may be subject to the applicable third party provider’s terms of service, and you are solely responsible for reviewing and complying with any such terms of service. In no event shall any reference on the Site to any third party, third party website or third party product or service be construed as an approval or endorsement by us of that third party, third party website or of any product or service provided by a third party.
We may modify, replace, refuse access to, suspend or discontinue the
Services, partially or entirely, or add, change and modify prices for
all or part of the Services for you or for all our users at any time and
in our sole discretion. All of these changes shall be effective
upon their posting on the Site or by direct communication to you unless otherwise noted.
We further reserve the right to withhold, remove and or discard any
content available as part of your account, with or without notice if
deemed by us to be contrary to this Agreement. For avoidance of doubt,
Art of Composition has no obligation to store, maintain or provide
you a copy of any content that you or other users provide when using the Services.
You agree to indemnify, hold harmless, and defend Art of Composition and its
licensors, suppliers, officers, directors, employees, agents, affiliates,
subsidiaries, successors and assigns (collectively "Indemnified Parties")
from and against any and all liability, loss, claim, damages, expense, or costs
(including but not limited to attorneys' fees), incurred by or made against the
Indemnified Parties in connection with any claim arising from or related to (i)
your use (or anyone using your account’s) use of the Services, the Site or
the Materials, (ii) your Content, or (iii) any Commercial Products you offer on or through the Site or using our Services. This includes, but is not limited to, any breach or violation of this Agreement by you or anyone utilizing your account. You agree to fully cooperate at your expense as reasonably required by an Indemnified Party. Each Indemnified Party may, at its election, assume the defense and control of any matter for which it is indemnified hereunder. You shall not settle any matter involving an Indemnified Party without the consent of the applicable Indemnified Party.
We reserve the right, in our sole discretion, to modify or replace any part of this Agreement at any time, effective upon the date of the change. In the event of any such change, we will post a notice on the Site that we have changed this Agreement. If you have an Art of Composition account, we may (but are not required to) provide you with notice via the email address that we have on file for you that we have changed this Agreement. You and we both understand that sometimes there are issues with email communication. We are not responsible if any email notice gets caught by your SPAM filter and you do not see it, if you have given us the wrong email address (or failed to update your address) or if there are other communications issues that prevent email from reaching you. Therefore, we encourage you to frequently visit this page periodically to monitor any changes. Your continued use of or access to the Services following the posting of any changes to this Agreement constitutes acceptance of those changes.
We may also, in the future, offer new services and/or features through the Site (including the release of new tools and resources). For the avoidance of doubt, such new features and/or services shall be subject to the terms and conditions of this Agreement Agreement and its Amendments in effect at the time the new services and/or features are offered..
The formation, interpretation and performance of this
Agreement and any disputes arising out of it shall be
governed by the substantive and procedural laws of the state of Texas without
regard to its rules on conflicts or choice of law and, to the extent applicable,
the laws of the United States of America.
The exclusive jurisdiction and venue for actions related to the subject matter hereof
shall be the state and federal courts located in Texas, and you hereby
submit to the personal jurisdiction of such courts. You hereby waive any right
to a jury trial in any proceeding arising out of or related to this Agreement.
The United Nations Convention on Contracts for the International
Sale of Goods does not apply to this Agreement.
it contains to help you make informed decisions. Please also note that
certain information, statements, data and content (such as photographs)
which you post to the Site are likely to reveal your gender, ethnic origin,
nationality, age, and/or other personal information about you.
You acknowledge and agree that your submission of such
information is voluntary on your part. Further, you acknowledge,
consent and agree that we may access, preserve, and disclose your
registration and any other information you provide if required to do so by
law or in a good faith belief that such access preservation or
disclosure is reasonably necessary in our opinion Disclosures
You acknowledge that a violation or attempted violation of any of this Agreement
will cause such damage to Art of Composition as will be irreparable,
the exact amount of which would be impossible to ascertain and for
which there will be no adequate remedy at law.
Accordingly, you agree that Art of Composition shall
be entitled as a matter of right to an injunction issued by any
court of competent jurisdiction, restraining such violation or
attempted violation of these terms and conditions by you, or your
affiliates, partners, or agents, as well as to recover from
you any and all costs and expenses sustained or incurred by
Art of Composition in obtaining such an injunction,
including, without limitation, reasonable attorney's fees.
You agree that no bond or other security shall be required in connection with such injunction.
In no event shall you be entitled to rescission, injunctive or
other equitable relief, or to enjoin or restrain the operation
of Art of Composition, the exploitation of any advertising or
other materials issued in connection therewith, or the exploitation
of the Site or any content used or displayed through the Site.
- If any portion of this Agreement is found to be unenforceable, the remaining portion will remain in full force and effect.
- If we fail to enforce any of this Agreement, it will not be considered a waiver.
- Any amendment to or waiver of this Agreement must be made in writing and signed by us.
- You will not transfer any of your rights or obligations under this Agreement to anyone else without our prior written consent.
- All of our rights and obligations under this Agreement are freely assignable by us in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise.
- This Agreement does not confer any third party beneficiary rights.
- A printed version of this Agreement and of any related notice given in electronic
form shall be admissible in judicial or administrative proceedings based upon or
relating to this Agreement to the same extent and subject to the same conditions
as other business documents and records originally generated and maintained in printed form.