GUITOPIA, LLC – TERMS OF USE

 

The following terms and conditions of use (“Terms of Use”) govern your use of this web site, guitopia.com (the “Site”), and the subscription services available through it, further defined below (the “Service”). We reserve the right to change the Terms of Use at any time without prior notice. BY USING THIS WEB SITE AND SUBSCRIPTION SERVICE YOU ACCEPT AND AGREE TO THESE TERMS OF USE.

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THE SUBSCRIPTION SERVICE

Description. Guitopia.com is a web-based subscription service intended to help subscription holders (“Users”) to learn how to play guitar.  The web-based lessons are digitally streaming and are not downloadable. The intended use of this Site and Service is to help individual Users learn how to play guitar.  Services, subscription features and pricing can change without notice at any time.

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Users:  A User must be at least eighteen (18) years of age, accept the Agreement, complete the registration process, and pay the subscription fees in full in order to use Guitopia’s Site and Service.

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Registration:  User hereby warrants and represents that the information provided during the registration process is accurate and that, if registering on behalf of any entity, the User is an authorized agent of that entity. User hereby grants Guitopia a perpetual, irrevocable, non-exclusive, royalty-free, worldwide license to use the User’s registration information for its business purposes. Guitopia will use reasonable efforts to protect the privacy of information obtained as part of the registration process. User also agrees to keep all user information up to date.

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Payment: User shall pay the chosen subscription fee according to the current price listed on the Site. Subscription fees are due at the beginning of each billing cycle. Customers must pay by credit card, debit card, or Paypal.  Payment will be automatically charged, without prior notice, at the beginning of each term until canceled by User. By agreeing to these Terms of Use, you authorize Guitopia to charge your selected payment source at the beginning of each billing period until such time as your account has been canceled. A User’s account will not become active until payment is satisfactorily processed.  The member is responsible for all payments in full, each billing period, regardless of use of the site. (I.e. if you forget to cancel your subscription or if you forget about your subscription all together, you will NOT receive a refund unless you meet the criteria of the refund policy.)  It is solely the member’s responsibility to maintain payments to Guitopia and cancel payments if desired.

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Refund Policy & Grace Periods for recurring subscriptions:  

You can of course cancel anytime during your billing cycle.  And:

If you’re a new member cancelling within 30 days of registering, please email sales@guitopia.com to let us know if you’d like to finish the paid-for term or if you’d like a full refund as a trial-period courtesy.  If a refund is requested, access to Guitopia.com will be terminated immediately upon issuance of the refund.  If you want to continue to enjoy Guitopia.com for the paid-for billing period, you will retain access to Guitopia.com, but billing will cease and access will be terminated at the end of the paid-for billing period.

Recurring Monthly Subscriptions:
If you canceled your recurring monthly subscription, recurring billing has stopped and you can continue to use Guitopia, for the remainder of your paid-for term, after which, access will be terminated.  No prorated refunds are given for monthly subscriptions.  You can always start your subscription again by logging into the Member Account page -> Subscriptions -> Choose plan.

Recurring Annual Subscriptions – 14-day grace period.
If you canceled your recurring annual subscription, please email sales@guitopia.com and let us know if you’d like to finish out the paid-for term or if you’d like a prorated refund.  Full refund up to 14 days from purchase.  After refund, access is terminated immediately.  After 14 days, cancel anytime to stop recurring billing while using the remainder of your paid-for term.  No refunds given after 14 days from payment.  You can always restart your subscription by logging into the Member Account page -> Subscriptions -> choose plan.

If you don’t contact us after canceling, billing will stop and you will retain access to enjoy Guitopia.com for the remainder of your paid-for billing period, after which time, access to Guitopia.com will be terminated.

You can pause and resume subscriptions and restart a canceled subscription anytime.  Members can migrate from one level to another at anytime.

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Email Communications:  From time to time, Guitopia will use email to communicate with the User. By using the Service, Users agree to receive receipts, status notifications, newsletters, and carefully selected special offers and promotions that Guitopia believes could be of value to the User. Users are free to unsubscribe from such communications at any time.

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LIMITED LICENSE

Limited Use License Grant. By consenting to these Terms of Use and paying the subscription fee, a User is entitled to a limited, non-exclusive, non-transferable, non-assignable license to stream the content from Guitopia’s Site onto a personal computer or other internet compatible device for the purposes of learning to play guitar taught in those lessons. Your right to use the contents on this Site is limited to your personal, noncommercial use.

Loss of Licensed Material. If Guitopia should decide to discontinue any of its services on the Site and Service, Guitopia may immediately remove such content without notice to User. USERS DISCLAIM ANY DAMAGES RELATED TO THEIR SUBSCRIPTION FEE BASED ON THE REMOVAL OF CONTENT UNDER THOSE CIRCUMSTANCES.

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PROHIBITED USES

Prohibited Uses of Protected Intellectual Property. User acknowledges that the Service is a streaming service and all downloading of any content on the Site is strictly prohibited. Furthermore, User shall not post, display, publish, copy, reproduce, distribute, transmit, modify, sell, perform, broadcast, transfer, or otherwise exploit the content, data, or other information on the Site and Service. User agrees not to publicly display the streaming music and instructional content to anyone who does not hold a license to view this content. Users shall not remove, conceal, or alter the copyright notice, byline information, credits, or other notices of intellectual property on the Site. User hereby agrees not to make any commercial use or exploitation of the Site or Service or any of the content therein. User expressly agrees not to share his or her password with anyone who is not registered on his or her account. Users may not broadcast, circulate, distribute, download, perform, publish, rent, reproduce, sell, store, transmit or create derivative works from the Web Site. The User must comply with all applicable laws in connection with using the Service. The User agrees to refrain from any use that is infringing, defamatory, libelous, or invasive of the personal or privacy rights of others or depicts third parties in a false light or other unlawful or actionable manner.

Prohibited Uses Related to Site Security. Users are prohibited from modifying the Site or any portion of it. Users agree not to upload or otherwise infect the Site with any viruses, Trojan horses, worms, time bombs, or other electronic data that are intended to damage, interfere with, surreptitiously intercept, or expropriate Guitopia’s Site, Service, data, or other content. Users are prohibited from accessing content not intended for User access and prohibited from testing the vulnerability of the Web Site or otherwise creating or attempting to create a security breach. Users are prohibited from interfering with the Service, the host, and the network and are prohibited from using any web tools to harvest data or other content information from the Site.

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PROPRIETARY RIGHTS

Intellectual Property. As between you and Guitopia, Guitopia owns and has all rights to control the contents of this Site, including but not limited to all of the intellectual property, copyrights, trademarks, patent rights, database rights, moral rights, sui generis rights, and all rights in the graphics, user interface, “look and feel,” text, symbols, musical compositions, video files, audio recordings, literary property, images, the selection and format of these elements, the underlying software and databases. All of these elements may be protected by U.S., state, and international intellectual property laws.

Derivative Works. User expressly acknowledges that User bears all responsibility for obtaining the rights and permissions necessary to create any derivative works with the skills learned via the Service. User acknowledges that this license agreement is only a limited license and does not contain the right to create, record, or register derivative works or arrangements of the licensed compositions and sound recordings made available via digital streaming through the Service.

Public Performance. User expressly acknowledges that User bears all responsibility for obtaining the rights and permissions necessary to publicly perform any of the musical works learned via the Service. User acknowledges that this license agreement is only a limited license and does not contain the right to publicly perform the licensed compositions and sound recordings made available via digital streaming through the Service.

Copyright Agent for Infringement Notices. The parties are mutually committed to protecting the intellectual property of others. The parties acknowledge that Guitopia does not have a duty to affirmatively monitor the Site or Service for potential infringements of proprietary rights. If you believe that your work has been copied in a manner that amounts to copyright infringement, please provide written notice to Guitopia’s Copyright Agent, Michelle Stucker, at the following address: Guitopia LLC, 153 Woodland Rd. Wyomissing, PA 19610. Your written notice should contain the following information: address, phone number, email, a description of the alleged infringing material, the specific location of the allegedly infringing material, a statement that you have a good faith belief of infringement, a signature, and a statement made under the penalty of perjury that your notice is accurate.

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INTERNET

Accessibility. Guitopia shall not be responsible for any delays, interruptions of, errors, or omissions encountered in accessing the Site or Service. Guitopia makes no representation, warranty, or covenant that its Site or Service will be available at any specific time or from any specific place. Guitopia SHALL NOT BE RESPONSIBLE FOR ANY LOSS, COST, DAMAGE, OR LIABILITY THAT MAY RESULT FROM SUCH LIMITATIONS ON ACCESSIBILITY.

Third Party Web Sites (“Linked Sites”). Guitopia’s Site may contain hyperlinks to third-party web sites. These linked sites are not under Guitopia’s direction or control, and Guitopia is not responsible for any of the content on the linked sites. Linked sites should not be viewed as an endorsement by Guitopia, and a User assumes the risk of accessing any of these linked sites.

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WARRANTIES, INDEMNIFICATION, AND LIMITATION OF LIABILITY

Warranties. The User represents and warrants that he or she has the full legal authority to enter into this Agreement. The User further represents and warrants that his or her use of the Site and the Service will be in compliance with the requirements under the Terms of Use.

Indemnification. User agrees to indemnify and hold Guitopia and all of its subsidiaries, affiliates, officers, agents, members, and employees harmless from all liabilities, claims of any third party, damages, costs and expenses, including reasonable attorney’s fees, arising out of the User’s use of the Service and/or the User’s violation of the Terms of Use. User agrees to indemnify and hold harmless Guitopia against any claims of infringement, contributory infringement, or vicarious infringement liability related to User’s use of the lessons, musical compositions and sound recordings, which are made available under the limited use rights of this Agreement.

Disclaimers. The Site and Service are provided “AS IS.” GUITOPIA makes no guarantee that any one lesson will be available through the Service at any point in time. GUITOPIA has the right to add or subtract from its inventory at its sole discretion, and DISCLAIMS ANY LIABILITY RELATED TO THE NON-AVAILABILITY OF ANY PARTICULAR LESSON, COMPOSITION OR RECORDING. Guitopia DISCLAIMS ANY WARRANTY OF ACCURACY OR PRECISION IN THE INSTRUCTION OF THE LESSONS OR THE ACCURACY OF ANY DISPLAYED INFORMATION though GUITOPIA makes reasonable, good faith efforts to provide accurate instruction and credits. Guitopia MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND RELATING IN ANY WAY TO THE WEB SITE, including, but not limited to, any user identity or linked content. Without prejudice to the generality of the foregoing, Guitopia SPECIFICALLY DISCLAIMS, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY AND ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO, WARRANTIES AGAINST INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY, OR PROPRIETARY RIGHTS.

Limitation of Remedies. Guitopia SHALL NOT BE LIABLE TO ANYONE FOR ANY DAMAGES, COSTS, OR LOSSES RELATING TO THE SITE OR THE SERVICE ARISING UNDER THESE TERMS OF USE OR OTHER APPLICABLE LAW IN ANY AMOUNT ABOVE THE AMOUNT PAID BY THE USER FOR THE SERVICE. IN NO EVENT SHALL Guitopia BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR INDIRECT DAMAGES, INCLUDING BUT NOT LIMITED TO, LOST PROFITS, DELAY DAMAGES, OR DAMAGES FROM THE LOSS OF USE OF THE SERVICE, EVEN IF Guitopia HAS BEEN PUT ON NOTICE OF THE POSSIBILITY FOR SUCH DAMAGES.

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TERM AND TERMINATION

Term. The term of this agreement shall commence on the date GUITOPIA confirms your registration and sends you a subscription password. The Agreement shall continue in full force and effect for the duration of the term paid for by the User unless there is a period of significant inactivity or there is a material breach of these Terms of Use.

Inactivity. GUITOPIA has the full right to terminate a User’s subscription for a period of significant inactivity. A period of significant inactivity shall be defined as a period of one year that passes without the User logging on to the Site and utilizing the Service.

Breach. Breach shall be defined as the failure of any party to perform any agreement or obligation set forth according to these Terms of Use or the material inaccuracy or breach of any representation or warranty made under this agreement. A breach will be considered material where the breaching party fails to cure such breach on or before the 10th day following notice of the breach, or, if such breach cannot be cured within 10 days, the breaching party fails to commence to cure such breach during those 10 days and further fails to pursue such cure to completion. Notwithstanding this definition of breach, GUITOPIA reserves the right to suspend your account immediately if it believes in its discretion the User is a repeat infringer of intellectual property rights or has otherwise engaged in PROHIBITED USES forbidden by Section III or has violated the Proprietary Rights as provided in Section IV of these Terms of Use.

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MISCELLANEOUS

Modifications. GUITOPIA reserves the right to change the Terms of Use Agreement and such modifications shall be effective immediately. A User’s continued use of the Site and Service after changes are made to the Site, Service, and/or Terms of Use shall be evidence of the User’s acceptance of such changes.

Governing Law, Arbitration, Venue, and Jurisdiction. The validity and interpretation of this agreement shall be construed in accordance with the laws of the State of Pennsylvania without reference to any choice of law rules that would result in the application of the substantive law of any other jurisdiction. Any controversy or claim arising out of or relating in any way to this Agreement or the validity, construction or performance of this Agreement, or the breach thereof, shall be resolved by arbitration in accordance with the commercial rules and procedures in existence at the time of such claim of the American Arbitration Association (“AAA”) under its jurisdiction in Philadelphia, Pennsylvania. Judgment on the arbitration award rendered by AAA may be entered in any court having jurisdiction thereof. Such AAA rules and procedures are incorporated and made a part of this Agreement by reference. Either (i) GUITOPIA and User shall mutually select one arbitrator familiar with the music industry, Internet, streaming and website functionality (“qualified arbitrator”) or (ii) if they cannot agree on such qualified arbitrator, they shall each select one qualified arbitrator and those two arbitrators shall then select a third qualified arbitrator. All such proceedings shall be closed to the public and confidential and all records relating thereto, except for the arbitrators’ award, shall be permanently sealed. The parties agree hereto that they will abide by and perform any award rendered in any arbitration conducted pursuant hereto. The arbitration will be held in Philadelphia, Pennsylvania and any award shall be final, binding and non-appealable. The Parties agree to accept service of process in accordance with the AAA Rules. Any court action to enforce the arbitration award may be brought in a court of competent jurisdiction in Philadelphia, County of Philadelphia, State of Pennsylvania. Each Party waives to the fullest extent possible any objection it may have to the arbitration or judicial enforcement venue lying in Pennsylvania, the inconvenience of such forum, and the exercise of personal jurisdiction over the Parties.

Severability. Any clause herein that is held to be fully or partly invalid or unenforceable for any reason whatsoever, or in violation of any applicable laws, shall be deleted and the remaining clauses of this Agreement shall continue to have effect and be binding upon the parties.

Survival. The following provisions shall survive any termination or expiration of this Agreement: Payment; Warranties, Indemnification, and Limitation of Liability; Relationship of Parties, Survival and Miscellaneous.

Entire Agreement. This Agreement represents the exclusive, full, and complete agreement of the Parties.

Relationship of Parties. The Parties are independent contractors. None of the terms set forth in this Agreement create, or are to be construed as creating, any partnership, joint venture, agency, master-servant employment, trust, or any other relationship between the parties.

Reservation of Rights. Any rights not expressly granted herein are reserved by GUITOPIA.