(Updated May 19, 2021)
THESE TERMS OF SERVICE CREATE A LEGAL AGREEMENT (THIS "AGREEMENT") BETWEEN HAL LEONARD LLC ("HAL LEONARD" OR "WE" OR "US" OR "OUR"), SELLERS OF TITLES ON THE ARRANGEME SERVICE (EACH A "SELLER" OR "YOU" OR "YOUR"), RETAIL PARTNERS DISTRIBUTING TITLES (EACH A "RETAILER"), AND BUYERS OF TITLES THROUGH A RETAILER (EACH A "BUYER").
By using or accessing the Service, you agree to be bound by this Agreement. If you do not agree to be bound by this Agreement, or you are below the age of majority in the jurisdiction in which you are located, you are not permitted to use the Service or to register another person to use the Service. Hal Leonard is not liable for the use of the Service by, or for any content or advertisements viewed by, minor children in violation of this Agreement.
The Service is a platform that allows Sellers to offer and sell Titles and Sound Recordings through Retailers. The actual contract for sale is directly between the Retailer and Buyer; Hal Leonard is merely a passive intermediary to distribute Titles and Sound Recordings to Retailers. Hal Leonard has no control over and does not guarantee, and expressly disclaims to the extent permitted by applicable law: the truth or accuracy of the content or listings of any Seller; the ability of Sellers to sell Titles and Sound Recordings; that any Title will not infringe the rights (including intellectual property rights of any kind) of any third party; or that a Buyer or Seller will actually complete a transaction.
Sellers' Rights and Obligations.
Seller expressly acknowledges and agrees that once a Title or Sound Recording is uploaded to the Service and purchased by a Buyer through the Service, Seller may not revoke the licenses granted to Buyer through the Service after the completion of such sale, unless the Buyer violates the express license granted under this Agreement.
- Seller grants to Hal Leonard and its Retailers a non-exclusive, non-transferable, irrevocable, limited license to store and distribute each of Seller's Titles and Sound Recordings through the Service and, at the option of such Seller, to store Seller's Original Compositions in its database of songs (the "Song Catalog") and to offer such Original Compositions to other Sellers to create COArrangements thereof.
- If sold as an Interactive Title through the Noteflight Marketplace, Seller also grants to Hal Leonard and its Retailers a non-exclusive, non-transferable, irrevocable, limited license to store Seller's Original Compositions in its database of songs (the "Song Catalog") and to offer such Original Compositions to other Sellers to create COArrangements thereof, and, if sold as an Interactive Title through the Noteflight Marketplace platform, to reformat, transpose, print, save, change the musical instruments of and create editable copies of the Titles for that number of performers that corresponds to the Price (as defined below) paid by Buyer for the particular Title.
Certain Titles may include Sound Recordings which are provided to Buyers for reference purposes and/or backing tracks only. Sellers who include Sound Recordings along with Titles hereby grants to Hal Leonard and its Retailers a non-exclusive right to market and sell licenses to Sound Recordings in MP3 or WAV format. For Sound Recordings intended to be used by Buyers as backing tracks, Sellers hereby grant to Buyers a non-exclusive right to publicly perform such Sound Recordings as backing tracks to the particular Title associated with such Sound Recording. Buyers who purchase licenses to Titles with Sound Recordings will have unlimited access to play the Sound Recordings and have the non-exclusive right to download and retain Sound Recordings on their devices and/or other media storage. If a Sound Recording is removed from the site it will no longer be for sale; however, Buyers who have previously purchased the Sound Recording will still have access to play, download, and retain Sound Recordings on their devices and/or other media storage. However, unless otherwise expressly stated, such license does not grant the Buyer a mechanical, synchronization or master use license to such Sound Recording. In other words, the license granted by Hal Leonard and its Retailers to a Sound Recording is limited only to non-public use of the Sound Recording for reference purposes or, if indicated at the time of purchase, to publicly perform the Sound Recording as a backing track to the corresponding Title. A Buyer is solely responsible for securing any other public performance, mechanical, master use or synchronization license from the appropriate rights holder in connection with a Sound Recording and Hal Leonard and its Retailers make no representation or warranty with respect to the availability or feasibility of securing such additional licenses to any Sound Recording.
Each Seller represents and warrants that (a) any Title that consists of a piece presented by Seller as originally composed by such Seller in its entirety (an "Original Composition") is such Seller's own, original work, (b) Seller has the right to upload and sell the Original Composition through the Service; (c) other than a joint owner, no third party has any rights of ownership over such Original Composition that would prevent Seller from uploading and selling the Original Composition through the Service; and (d) the sale of such Original Composition by such Seller to a Buyer through the Service, the use of such Original Composition by Buyer as contemplated in this Agreement and the inclusion by Hal Leonard or any Retailer of such Original Composition in the Song Catalog will not infringe the rights (including intellectual property rights of any kind) of any third party. For clarification, if an Original Composition is jointly owned, the Seller that uploads the Original Composition to the Service is responsible for ensuring that Seller has the right to upload and offer for sale the Original Composition and is solely responsible for distributing any royalties, commissions or payments earned through the Service to any other joint owner of the Original Composition.
- Each Seller represents and warrants that (i) any Title that consists of an arrangement (a "PDArrangement") of a pre-existing work that exists in the public domain (a "Public Domain Work") is such Seller's own, original work (except for the portion of such PDArrangement that was derived from the Public Domain Work), (ii) the Public Domain Work was validly in the public domain and no third party had any right of ownership over such Public Domain Work prior to Seller's creation of the PDArrangement, (iii) no third party has any rights of ownership over such PDArrangement and (iv) the sale of such PDArrangement by such Seller to a Buyer through the Service, the use of such PDArrangement by Buyer as contemplated in this Agreement and the inclusion by Hal Leonard or any Retailer of such PDArrangement in the Song Catalog will not infringe the rights (including intellectual property rights of any kind) of any third party.
- Each Seller represents and warrants that any Title or Sound Recording that consists of an arrangement of a Copyrighted Work ("COArrangement") is and shall be, from the inception of the creation thereof, a work-made-for-hire within the meaning of the United States Copyright Act. Accordingly, the copyright owner(s) of the Copyrighted Work ("Copyright Owner") shall exclusively own and/or control all right, title and interest in and to such COArrangement, including, without limitation, the copyright therein and any extensions and renewals throughout the world for the duration thereof. A COArrangement (i) can only exist as a standalone title and no medleys, mashups, or collections are allowed, (ii) is subject to usage limitations and may not be sold, leased, lent, rented, or otherwise distributed for explicit use by a professional symphony or string orchestra, professional concert or wind band, professional small ensembles, nor exclusive competitive use (including but not limited to show choir, marching band, percussion ensembles), and (iii) must be made available for public distribution and sale. In addition, Sellers will not use the Service for the distribution and sale of custom arrangements for ensembles of any size intended for the exclusive use of the commissioning ensemble, i.e., Seller will not remove a COArrangement shortly after purchase by the commissioning ensemble, and Sellers do not have the right to create a physical print version of a COArrangement for sale or distribution. For the avoidance of doubt, COArrangements specifically intended for exclusive competitive use are not permitted.
- Each Seller represents and warrants that (i) any Title that consists of a COArrangement or PDArrangement (collectively "Arrangements") is such Seller’s own, original work (except for the portion of such COArrangement that was derived from the Copyrighted Work or is jointly owned), (ii) no third party has any rights of ownership over such COArrangement (except for the rights of the Copyright Owner or joint owner), and (iii) the sale of such COArrangement by such Seller to a Buyer through the Service, the use of such COArrangement by Buyer as contemplated in this Agreement and the inclusion by Hal Leonard or any Retailer of such COArrangement in the Song Catalog will not infringe the rights (including intellectual property rights of any kind) of any third party. To the extent available through the Song Catalog, the Seller shall obtain any Copyrighted Work to be arranged into a COArrangement through the Service’s Song Catalog and arrange such Copyrighted Work only to the extent it has been designated by Hal Leonard as being available to arrange into a commercially exploitable COArrangement. No Seller shall arrange any Copyrighted Work into a COArrangement unless the Copyrighted Work already exists in the Song Catalog.
- Each Seller represents and warrants that any Arrangement includes such Seller's own creative elements which make it unique from the Copyrighted Work or the Public Domain Work (as applicable) and that such Seller did not copy another Arrangement or transcription.
- No Seller shall offer any Arrangement through the Service other than in accordance with Section 2.3(a), (b), (c), and (d). Each Seller acknowledges that the Copyright Owner has the authority, at its total discretion, to require Hal Leonard to remove such Seller's COArrangement from the Service and any other affiliated websites. In addition, any Arrangement sold through the Service is at Seller's own risk and may be subject to removal at any time. Hal Leonard shall have the right to immediately suspend any Seller who violates the above conditions and/or submits any Title or Sound Recording that is not his/her original work to the Service.
- To the extent permitted by applicable law, Hal Leonard and its Retailers hereby disclaim any and all liability and shall not be held responsible for the infringement of any rights (including intellectual property rights of any kind) of any third party, including any violation of the United States Copyright Act of 1976, as amended (the "Copyright Act), by Seller in the creation and distribution of any Title (including any COArrangement) through the Service. Hal Leonard may, in its sole discretion and in accordance with Section 7.2, remove or prevent the future sale of any Arrangement at any time for any reason.
Digital Rights Management.
Hal Leonard provides no digital rights management protection (DRM) for PDF files of Titles, Interactive Titles, nor Sound Recordings. Titles are protected with a watermark that shows date of purchase, order and customer information, including number of purchased copies as a deterrent against unlawful reproduction or duplication. You agree that this provides adequate protection against unlawful distribution of the Titles and Sound Recordings.
Retailers may include previews of Seller's Titles that he or she lists for sale through the Service. Previews of Original Compositions or PDArrangements may include the entirety of the applicable Title ("Full Preview") or a shortened preview consisting of 1 or more pages for PDF Titles, or the lesser of 32-measures or half of applicable Titles for Interactive Titles ("Short Preview"). COArrangements may only use a Short Preview.
Age of Majority.
Each Seller represents and warrants that he or she is at least the age of majority in the jurisdiction in which he or she is located.
Subject to the license rights granted to Hal Leonard, its Retailers and Buyers in accordance with the terms of this Agreement, for Titles that are Original Compositions or PDArrangements, the Service is a non-exclusive marketplace and the Seller retains Seller's rights to such Original Composition or PDArrangement. This means that each Seller may also sell his or her Original Compositions or PDArrangements on any other platform or in print. However, for any Title that is a COArrangement, Seller acknowledges and agrees that Seller acquires no ownership rights in such COArrangement and Seller may only sell a COArrangement through the Service. With respect to COArrangements, Seller expressly acknowledges and agrees that Seller's rights to such COArrangement are subject to the rights of the Copyright Owner.
Marketing by Seller.
Hal Leonard encourages Sellers to market their Titles and Sound Recordings on third-party websites, including social media. Notwithstanding the foregoing, (i) any posts marketing Titles and Sound Recordings on any third-party website are subject to the terms of service applicable to such third-party website and (ii) Hal Leonard is not responsible for the content or practices of any such third-party website.
- License Grant.
Buyers' Rights and Obligations.
All sales through the Service are final. For the avoidance of doubt, no Buyer hereunder is granted any additional performance, mechanical, master use nor synchronization rights hereby other than as expressly provided in this Agreement. Except for the express rights granted under this Agreement, Seller is solely responsible for securing any other rights from the respective rights holder for mechanical, master use and synchronization rights. Hal Leonard makes no representations or warranties regarding the availability of such additional rights and Hal Leonard shall have no liability to Seller if Seller uses a Title or Sound Recording in a manner that requires additional licensing from a third party.
Seller acknowledges and agrees that Buyers:
- will use any Titles and Sound Recordings purchased through the Service for use only for the number of performers allowed based on the format and number of copies purchased that corresponds to the Price (as defined below) paid by Buyer for the particular Title;
- will not create, extract, transcribe, or print individual parts from a COArrangement Title unless such individual parts are provided with such Title;
- will comply with all laws governing the intellectual property rights of Seller, Hal Leonard, its Retailers or any third party, including the Copyright Act; and
- purchases of any Arrangement through the Service is at Buyer's own risk and may be subject to removal at any time.
Sellers understand that Interactive Titles purchased through the Service by such Buyer in an editable format on the Noteflight Marketplace platform allows additional editing capabilities as defined in the Noteflight Marketplace Terms of Service; however, this does not constitute any rights to sell arrangements or modified versions of such Interactive Title other than as expressly provided by the terms of this Agreement.
- Seller acknowledges and agrees that Buyers:
Pricing and Commissions.
Sellers will provide a list price for each Title submitted ("List Price") in US Dollars (USD). The List Price will exclude all other costs associated with an order. Retailers reserve the right to list Titles and Sound Recordings for sale in another currency (the "Sale Currency") other than USD and may convert the List Price to the Sale Currency at an exchange rate they determine, and periodically update the converted List Price in order to reflect current exchange rates.
- Each Buyer of any Title through a Retailer will pay the price for such Title (including any sales taxes (except for taxes on any other party's net income), surcharges and any other fees (collectively, "Taxes")) applicable as of the time he or she submits the order to purchase such Title (the "Price"). Retailers reserve the right to include Titles and Sound Recordings in any promotional sale, discount, coupon, or rebate program (collectively, "Promotions") and each Seller acknowledges that such Seller shall be entitled only to the applicable Price less the applicable Promotion and Taxes.
- The parties acknowledge that COArrangements are subject to minimum pricing requirements, and no Seller shall list any COArrangement for sale through the Service for any amount less than the then-applicable minimum Price therefore as provided at https://help.arrangeme.com/hc/en-us/articles/1500004765062.
Sellers will earn commissions, which shall be the full and complete consideration for the rights granted hereunder, based on the final sale price after Promotions and before Taxes ("Sale Price") of Titles and Sound Recordings according to schedules established by the Service. The current commission schedule is as follows:
- Unless otherwise indicated, Sellers will earn 50% of the Sale Price in USD for Original Compositions and PDArrangements, and 10% of the Sale Price in USD for COArrangements for Titles and Sound Recordings sold through Retailers.
- Unless otherwise indicated, Sellers will earn 30% of the Sale Price in USD for Original Compositions and PDArrangements, and 7% of the Sale Price in USD for COArrangements for Titles and Sound Recordings sold through Hal Leonard's extended distribution network of physical retailers ("Extended Distribution Network")
Commissions are calculated monthly, approximately 30 days following the end of the calendar month in which they are earned. Commissions will be paid net of refunds, bad debt, and any taxes charged to a Buyer or applied with respect to sales to a Buyer. Commissions payable to Sellers for any month are subject to minimum payment thresholds, and commissions will accumulate until the total amount due is at least the minimum amount for the selected payment method. Current minimum payment thresholds are as follows:
- $20 USD for Paypal and ACH Payments
- $100 USD for check payments
Sellers must complete required identification documents before receiving any payment. US Sellers are required to provide an IRS W9 Form, and Sellers outside the US may be required to provide a W-8BEN Form.
Sellers Right to Funds.
For payments under the minimum payment threshold, Sellers may request a payment of commissions every six (6) months. This means that if a Seller's account has commissions that do not meet the minimum payment threshold, such Seller may request payment of those accumulated commissions two times per year. Such payments will be made to Seller within thirty (30) days after Seller has requested payment. Additionally, if a Seller closes his or her account and, at the time the account is closed there are funds that are under the minimum payment threshold, Hal Leonard will pay such accumulated commissions within thirty (30) days after the account is closed.
Sellers must maintain current contact information at all times. If payments to a Seller are rejected, returned, or deemed non-deliverable over a six (6) month period, or if the Service is unable to contact a Seller after reasonable attempts to do so over a six (6) month period. Hal Leonard may terminate the Seller's account and retain all funds remaining in Seller's account. In such cases, the Seller forfeits all accumulated funds in Seller's account at the time of termination and Hal Leonard shall not have any liability or further obligations to Seller.
Sellers are responsible for any income or other taxes due and payable resulting from payments from the Service under this Agreement. For US Sellers whose commission meets or exceeds $600 in any calendar year, Hal Leonard will require additional information to issue a 1099-MISC form. If Sellers do not provide the necessary taxpayer information, the Service will cancel any outstanding payments and terminate the account. Sellers outside the US are solely responsible for local tax obligations.
Changes to this Agreement.
All listings, texts, images, articles, photographs, illustrations, audio, graphics, graphs, video clips and other materials available through the Service and material created via the Service (the "Content") are provided for informational and transactional purposes only. Any information provided to you by Hal Leonard as a result of your participation in the Service is being provided to you solely for your informational benefit. In creating the Content, including without limitation any rankings, Hal Leonard relies on third-party sources that Hal Leonard has not vetted. Your reliance on the Service or the Content is at your own risk. Hal Leonard does not endorse or warrant any listing of any Seller, any product, service, opinion or other information that may be referenced on or through the Service.
Access to the Service.
- Subject to your acceptance of and compliance with this Agreement, Hal Leonard grants to you a non-exclusive, non-transferable, revocable limited license to use the Service and associated Content for your personal use. You agree not to use the Service for any other purpose or to download, save, copy or distribute the Content that is not owned by or contributed by you except strictly in connection with your proper use of the Service or as specifically allowed in this Agreement.
- Hal Leonard may change, modify, suspend or discontinue in its entirety or any aspect of the Service at any time. Hal Leonard may also impose limits on certain features or restrict or prohibit your access to parts or all of the Service at any time, all without notice or liability. The parties acknowledge and agree that Hal Leonard may, in its sole discretion, remove Titles and Sound Recordings from the Service at any time for any reason and may prevent the future sale of any Title at any time for any reason.
- Your use of the Service is conditioned upon your compliance with this Agreement, and any use of the Service in violation of this Agreement may constitute infringement of Hal Leonard's, its Retailers' or third-party copyrights in and to the Service, Content or Titles and Sound Recordings (as applicable). Hal Leonard reserves the right to terminate your access to the Service without notice if you violate this Agreement or for any reason at Hal Leonard's discretion.
- In certain instances, Hal Leonard may require you to provide proof of identity to access or use the Services, and you agree that you may be denied access or use of the Services if you refuse to provide proof of identity.
- Use of the Service by Minors. Sellers under the age of majority in the jurisdiction in which they are located may not use the Service.
Ownership of Intellectual Property.
- Except as provided in Section 2.5, and unless otherwise specified in this Agreement or in writing, all Content and other materials that are part of the Service are owned, controlled or licensed by Hal Leonard and its licensors and are protected by law from unauthorized use. The entire Contents of the Service are copyrighted under the U.S. copyright laws and/or similar laws of other jurisdictions. Hal Leonard, and the Hal Leonard and ArrangeMe logos, are trademarks of Hal Leonard and may not be used without the express written permission of Hal Leonard.
- Except as expressly provided in this Agreement, you do not acquire any ownership rights by using the Service or by copying or downloading material from the Service. However, you retain ownership of any information or content initially owned by you that you upload or incorporate into the Service.
- You hereby grant to Hal Leonard and its Retailers a limited, non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers), and transferable right and license to use all comments, listings, feedback, blog or forum statements, suggestions, ideas, emails and other submissions (including your name or photograph) disclosed or submitted to Hal Leonard in connection with your use of the Service (collectively, "Submissions") in any manner Hal Leonard and its Retailers may desire, including, but not limited to, to make, have made, use, sell, offer to sell, import, reproduce, modify, create derivative versions of, distribute, publicly display and publicly perform such Submissions, in any and all forms and media now known or hereafter devised, without compensation to you and without identifying you as the creator. You agree that the provisions in this Section 8 will survive any termination of your account(s), the Service, or this Agreement. You hereby waive any right you may have to inspect or approve the materials that may be used in connection with your name and/or photograph, or the uses made of your Submissions in connection with providing the Service. You hereby waive and release any claims you may have against Hal Leonard for any damages, costs or liabilities you incur from Hal Leonard's use of your Submissions, including but not limited to damages caused by any distortion, alteration, optical illusion or composite use, whether intentional or otherwise, that may occur in making, processing, duplicating, distributing or displaying your Submissions.
- You agree to include, and not to remove or alter, Hal Leonard's and/or ArrangeMe's trademark, copyright or other proprietary rights notices, as provided by Hal Leonard on or in connection with the Service, when using or sharing Content, or otherwise using the Service, and you agree to comply with usage guidelines that may be provided by Hal Leonard from time to time. You agree that all goodwill that arises in connection with your use of Hal Leonard's trademarks inures exclusively to Hal Leonard, and you agree not to challenge Hal Leonard's ownership or control of any Hal Leonard trademarks, nor use or adopt any trademarks that might be confusingly similar to such Hal Leonard trademarks.
Posting on Other Websites.
Subject to your acceptance of and compliance with this Agreement, Hal Leonard grants to you a non-exclusive, non-transferable, revocable limited license to post a screenshot from your account, and any other Content that Hal Leonard specifically notifies you may be posted on other Retailer websites, on your own personal website or on a third-party website that permits posting of content at the direction of users, provided that such third-party website (a) is not commercially competitive to Hal Leonard, (b) does not criticize or injure Hal Leonard, (c) does not obtain any rights to such Content other than a non-exclusive license to post it at your direction, (d) does not charge for access to such Content or associated products, services or advertising with such Content, and (e) complies with all applicable laws and does not violate the legal rights of others or publish or distribute any inappropriate, infringing, defamatory, profane, indecent, obscene, unlawful or otherwise objectionable information or material. All of Hal Leonard's rights and remedies are expressly reserved, and Hal Leonard may revoke this limited license, in whole or in part, upon notice.
Hal Leonard has several tools in the Service that allow you to record and store information in your account. You are responsible for all actions on the Service by you or under your password or account and for taking all reasonable steps to ensure that no unauthorized person shall have access to your password or account and you are responsible for all actions taken by individuals who use the Service through your password or account. Without limiting the foregoing, it is your sole responsibility to (1) control the dissemination and use of any login code and password; (2) authorize, monitor and control access to and use of your Service account and password; and (3) promptly inform Hal Leonard of any need to deactivate a password. You grant Hal Leonard and all other persons or entities involved in the operation of the Service the right to transmit, monitor, retrieve, store and use any information recorded and/or stored in your account in connection with the operation of the Service.
As a condition of your use of and access to the Service, you agree to comply with any application-, tool-, or content-specific rules published within the Service as well as the following usage rules, which Hal Leonard may modify or supplement in its discretion from time to time (with notice to you of material changes, per Section 5). You agree that you will not, in regard to the Service (as determined by Hal Leonard in its discretion):
- Copy, adapt, reverse engineer, decompile, reverse assemble, modify or attempt to discover any software (source code or object code) that the Service creates to generate web pages or any software or other products or processes accessible through the Service;
- use or launch, develop or distribute any automated system, including, without limitation, any spider, robot (or "bot"), cheat utility, scraper or offline reader that accesses the Service, or use or launch any unauthorized script or other software;
- distribute any virus, time bomb, trap door, Trojan horse, worm, malware, ransomware or other harmful, malicious or disruptive computer code, mechanism, software, script, agent or program ("Malware");
- cover or obscure any notice, legend, warning, banner or advertisement contained on the Service;
- interfere with or circumvent any security feature of the Service or any feature that restricts or enforces limitations on use of or access to the Service;
- sell the Service, or any part thereof, for currency or items of value;
- violate any applicable law, including without limitation the Copyright Act, any other law governing the intellectual property rights of any third party or any applicable export laws;
- harvest or otherwise collect information about others, including email addresses, without their permission for posting or viewing Submissions;
- infringe or violate the rights of any other party, including without limitation any intellectual property rights or rights of privacy or publicity;
- engage in conduct that is obscene, offensive, pornographic, fraudulent, deceptive, defamatory, threatening, harassing, abusive, slanderous, hateful or causes embarrassment to any other person;
- further any chain letters or pyramid schemes, transmit unsolicited messages or engage in "spam;"
- deliberately mislead anyone as to your identity, impersonate another, falsely identify the source of any Submissions, or allow another person or entity to use your identity in order to access the Service or post or view Submissions;
- engage in conduct that conflicts with the spirit or intent of the Service, including without limitation, restricting any other user from using or enjoying the Service or exposing Hal Leonard or another to any liability or detriment of any kind;
- use automated queries, including screen and database scraping, spiders, robots, crawlers, information harvesting, and any other automated activity with the purpose of obtaining Content, information or data from the Service, unless you receive the express written permission of Hal Leonard; or
- violate the terms of service of Facebook, Twitter or other channel by which you access the Service.
Privacy and Protection of Personal Information.
Disclaimers; Limitations; Waivers of Liability.
- YOU EXPRESSLY AGREE THAT USE OF THE SERVICE IS AT YOUR SOLE RISK AND IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (EXCEPT ONLY TO THE EXTENT THIS DISCLAIMER IS PROHIBITED UNDER APPLICABLE LAWS, AND WITH ANY LEGALLY REQUIRED WARRANTY PERIOD LIMITED TO THE SHORTER OF 30 DAYS FROM FIRST USE OR THE MINIMUM PERIOD REQUIRED). WITHOUT LIMITING THE FOREGOING, NEITHER HAL LEONARD NOR ITS AFFILIATES OR SUBSIDIARIES, OR ANY OF THEIR DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, THIRD-PARTY CONTENT PROVIDERS, DISTRIBUTORS, LICENSEES OR LICENSORS (COLLECTIVELY, "HAL LEONARD PARTIES") WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, UNCORRUPTED, TIMELY, FREE FROM MALWARE, VIRUSES OR OTHER HARMFUL CODE, OR ERROR-FREE.
- THE HAL LEONARD PARTIES FURTHER MAKE NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICE OR THE CONTENT WILL BE ACCURATE, RELIABLE, COMPLETE, CURRENT OR TIMELY. THE SERVICE MAY BE TEMPORARILY UNAVAILABLE FROM TIME TO TIME FOR MAINTENANCE OR OTHER REASONS. HAL LEONARD IS NOT RESPONSIBLE FOR TECHNICAL MALFUNCTIONS OR OTHER PROBLEMS OF TELEPHONE NETWORKS OR SERVICES, COMPUTER SYSTEMS, MOBILE PHONE EQUIPMENT, SOFTWARE OR EMAIL, INCLUDING TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ON THE INTERNET OR AT ANY SITE OR COMBINATION THEREOF, INCLUDING INJURY OR DAMAGE TO A USER'S OR TO ANY OTHER PERSON'S COMPUTER, MOBILE PHONE, OR OTHER HARDWARE OR SOFTWARE, RELATED TO OR RESULTING FROM USING OR DOWNLOADING MATERIALS IN CONNECTION WITH THE WEB AND/OR IN CONNECTION WITH THE SERVICES.
- THE HAL LEONARD PARTIES DO NOT ENDORSE OR WARRANT ANY CONTENT, LISTING, TITLE, PRODUCT, SERVICE, OPINION OR OTHER INFORMATION THAT MAY BE REFERENCED ON OR THROUGH THE SERVICE. THE SERVICE HEREUNDER IS DESIGNED FOR INFORMATIONAL AND TRANSACTIONAL PURPOSES ONLY. THE HAL LEONARD PARTIES HAVE NO RESPONSIBILITY FOR OR INVOLVEMENT BETWEEN ANY BUYER OR SELLER OR RELATIONSHIP THAT EXISTS OR COMES TO EXIST BETWEEN ANY USER OF THE SERVICE AND ANY OTHER USER OF THE SERVICE.
- THE HAL LEONARD PARTIES WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, PERSONAL INJURY/WRONGFUL DEATH, LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION, THE USE OR MISUSE OF SUBMISSIONS OR CONTENT IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SERVICE, WHETHER OR NOT THE HAL LEONARD PARTIES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT THAT THE FOREGOING EXCLUSION OF LIABILITY IS FOUND BY A COURT OF COMPETENT JURISDICTION TO BE UNENFORCEABLE, AND A DETERMINATION IS MADE THAT HAL LEONARD IS LIABLE, UNDER NO CIRCUMSTANCES WILL THE HAL LEONARD PARTIES BE LIABLE TO YOU FOR MORE THAN THE AMOUNT YOU HAVE RECEIVED FROM HAL LEONARD IN THE 90 DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT THE CLAIM.
- TO THE FULLEST EXTENT PERMITTED BY LAW, THESE DISCLAIMERS OF LIABILITY CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO USE OF, OR INABILITY TO USE, THE SERVICE UNDER ANY CAUSE OR ACTION WHATSOEVER OF ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT (INCLUDING NEGLIGENCE).
You forever release, discharge and covenant not to sue the Hal Leonard Parties from any and all liability, claims, actions and expenses that may arise, whether caused by the negligence of the Hal Leonard Parties or otherwise, in connection with your use of the Service or your interaction with any party through or as a result of the Service, including any disputes that may arise between you and any other party as a result of your interaction with the Service or purchase or sale of any Title through the Service. In other words, you cannot sue the Hal Leonard Parties if anything happens to you or your property from using the Service or interacting with any party through the Service. You agree that the provisions in this Section 13 will survive any termination of your account(s), the Service, or this Agreement. Hal Leonard does not arbitrate any disputes, nor does Hal Leonard verify the copyright or any other status of any Title. Instead, Hal Leonard facilitates communication between disputing parties.
Hal Leonard will not be liable to you for any failure or delay in the performance of its obligations hereunder caused by any event or circumstance beyond its control, including, but not limited to, denial-of-service attacks, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, and labor conditions.
You agree to defend, indemnify and hold harmless the Hal Leonard Parties from and against all liability, claims, actions and expenses, including any claim brought by any Buyer against any Seller or by any Seller against any Buyer, including attorneys' fees and costs, arising out of your use of the Service or your breach or alleged breach of any term, condition, obligation, representation or warranty in this Agreement, including any representation or warranty with respect to infringement of the rights (including intellectual property rights of any kind) of any third party. You agree that the provisions in this paragraph will survive any termination of your account(s), the Service, or this Agreement.
Without limiting the foregoing, if you believe that your work has been copied and posted through the Service in a way that constitutes copyright infringement, send an email in accordance with the Digital Millennium Copyright Act ("DMCA") to our Copyright Agent as noted below with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of the location of the material that you claim is infringing; (4) your address, telephone number and e-mail address; (5) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. Contact information for the Hal Leonard's Copyright Agent for notice of claims of copyright infringement is as follows: Nancy Ubick, Vice President of Business Affairs, firstname.lastname@example.org.
In the case of a valid DMCA copyright takedown notice as outlined above, Hal Leonard reserves the right to provide the contact email address of the User who has been served the takedown notice to the copyright holder.
Third Party Sites and Products.
Governing Law/Waiver of Injunctive Relief.
- This Agreement and all aspects of the Service will be governed by and construed in accordance with the internal laws of the U.S. and the State of Wisconsin governing contracts entered into and to be fully performed in Wisconsin (thus, without regard to conflict of laws provisions) regardless of your location. With respect to any disputes or claims not subject to informal dispute resolution or arbitration (as set forth below), you agree not to commence or prosecute any action in connection therewith other than in the state or federal courts located in Milwaukee, Wisconsin, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in the state and federal courts located in Milwaukee, Wisconsin.
- You acknowledge that the rights granted and obligations made hereunder to Hal Leonard are of a unique and irreplaceable nature, the loss of which will irreparably harm Hal Leonard and which cannot be replaced by monetary damages alone, so that Hal Leonard will be entitled to injunctive or other equitable relief (without the obligations of posting any bond or surety) in the event of any breach or anticipatory breach by you. You irrevocably waive all rights to seek injunctive or other equitable relief and agree to limit your claims to claims for monetary damages (if any).
- To expedite resolution and control the cost of any dispute, controversy or claim related to this Agreement ("Dispute"), you and Hal Leonard agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating any arbitration or court proceeding. Such informal negotiations commence upon written notice from one person to the other. You will send your notice to email@example.com.
If you and Hal Leonard are unable to resolve a Dispute through informal negotiations within thirty (30) days, either you or Hal Leonard may elect to have the Dispute (except those Disputes expressly excluded below) finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party will be final and binding on the other. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration will be commenced and conducted under the Streamlined Arbitration Rules and Procedures (the "Rules") of JAMS, which is available at the JAMS website. The determination of whether a Dispute is subject to arbitration will be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. Your arbitration fees and your share of arbitrator compensation will be governed by the Rules. The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so.
- Notwithstanding the above, you and Hal Leonard agree that arbitration will be limited to the Dispute between Hal Leonard and you individually. To the fullest extent permitted by law, (a) no arbitration will be joined with any other; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
- You and Hal Leonard agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of your or Hal Leonard's intellectual property rights; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (c) any claim for injunctive relief or to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.
- The failure of Hal Leonard to require or enforce strict performance by you of any provision of this Agreement or to exercise any right under any provision of this Agreement will not be construed as a waiver or relinquishment of Hal Leonard's right to assert or rely upon any such provision or right in that or any other instance.
- You and Hal Leonard agree that if any portion of this Agreement, except any portion of Section 17.4, is found illegal or unenforceable, in whole or in part by any court of competent jurisdiction, such provision will, as to such jurisdiction, be ineffective to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of this Agreement, which will continue to be in full force and effect. If Section 17.4 is found to be illegal or unenforceable, then neither you nor Hal Leonard will elect to arbitrate any Dispute falling within that portion of Section 17.4 found to be illegal or unenforceable and such Dispute will be decided by a court of competent jurisdiction within Milwaukee, Wisconsin, and you and Hal Leonard agree to submit to the personal jurisdiction of that court.
Term and Termination.
This Agreement will remain in effect as long as your account is up-to-date and you remain in compliance with the terms hereof, unless it has been voluntarily suspended or terminated by you or Hal Leonard. You may terminate this Agreement by destroying all Service-related materials obtained from the Service. The privileges granted to you under this Agreement will terminate immediately and automatically without notice from Hal Leonard if, in our sole discretion, you fail to comply with any term or provision of this Agreement or for any reason in Hal Leonard's sole discretion. Following the termination of this Agreement, your account(s) or the Service, Hal Leonard shall retain all rights to the Submissions pursuant to this Agreement.
In this Agreement, unless a clear contrary intention appears: (a) where not inconsistent with the context, words used in the present tense include the future tense and vice versa, and words in the plural number include the singular number and vice versa; (b) reference to any person includes such person's successors and assigns but, if applicable, only if such successors and assigns are not prohibited by this Agreement; (c) reference to any gender includes each other gender; (d) reference to any agreement, document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof and includes all addenda, exhibits and schedules thereto; (e) the titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement; (f) "hereunder," "hereof," "hereto," and words of similar import shall be deemed references to this Agreement as a whole and not to any particular Section or Subsection of this Agreement; and (g) "including" (and with correlative meaning, "include") means including without limiting the generality of any description preceding such term. You agree that this Agreement will not be construed against Hal Leonard by virtue of Hal Leonard having drafted it.
Statute of Limitations.
If you have any questions about this Agreement, its terms, your account or your rights hereunder, or if you have any complaints or claims, please contact firstname.lastname@example.org.