ADVERTISING TEMPLATE TERMS OF USE & DISCLAIMERS
TEACH MUSIC TODAY LEARNING SOLUTIONS
These Advertising Template Terms of Use & Disclaimers were last modified on February 16, 2017.
SECTION I: DEFINITIONS, AGREEMENT TO BE BOUND
1.1 Definitions.
References to “Dispute” mean any claim, conflict, controversy, or disagreement between the Parties arising out of, or related in any way to, these Terms (or any Terms, supplement or amendment contemplated by these Terms,) including, without limitation, any action in tort, contract or otherwise, at equity or at law, or any alleged breach, including, without limitation, any matter with respect to the meaning, effect, validity, performance, termination, interpretation or enforcement of these Terms or any terms contemplated by the Terms.
References to a “Material Breach” mean any breach of these Terms upon the occurrence of which a reasonable person in the position of the non-breaching Party would wish to immediately terminate these Terms because of that breach.
References to a “Template” mean a printable advertising template for download via the Web site that can be customized by a User for use in User’s own advertising campaigns.
References to the “Terms,” “Terms of Use,” and/or “Agreement,” mean this, these Advertising Template Terms of Use and Disclaimers, as set forth herein.
References to “us,” “we,” “our,” and/or “Teach Music Today Learning Solutions,” mean Trevor and Andrea Dow d/b/a Teach Music Today Learning Solutions, d/b/a Teach Piano Today, and d/b/a WunderKeys among other trade names used by the Dows, whether registered or unregistered.
References to the “Web site” mean the Web site bearing the URL http://www.wunderkeys.com/.
References to “you,” and/or “User” mean a person or entity who downloads a Template from the Web site and/or otherwise utilizes a Template.
1.2. Agreement to be Bound.
The following Terms of Use, together with the relevant information set out on the Web site, including any features and services available, such as RSS feeds, podcasts, video and photographs, publications, and other materials, are subject to the Terms of Use set forth below. Please read them carefully as any purchase, download and/or use of a Template constitutes an agreement, without acceptance, to be bound thereby by the User. By using a Template, you represent that you are at least eighteen (18) years old, have read and understand the Terms of Use, and that you agree to be bound by these Terms of Use as set forth below.
These Terms of Use are subject to our Web site Terms of Use and Privacy Policy.
SECTION II: GENERAL PROVISIONS
2.1. No Endorsement.
The templates we provide are for our User’s general advertising and marketing use only. In no way shall the use of a Template provided by us indicate, represent, or otherwise be taken to mean that Teach Music Today Learning Solutions endorses, trains, screens, licenses, certifies, approves, is affiliated with, or is otherwise related to User or the services User may provide to its own customers. You shall in no way modify a Template or hold yourself out as being endorsed, trained, screened, licensed, certified, approved, or otherwise affiliated with Teach Music Today Learning Solutions.
2.2. User Responsible for Marketing Compliance.
User understands and acknowledges that it shall be solely responsible for complying with all advertising and marketing laws, rules and regulations that may exist and which may govern User’s marketing and advertising efforts, including, but not limited to, those rules and regulations promulgated by the U.S. Federal Trade Commission (“FTC,”) U.S. Children’s Online Privacy Protection Act (“COPPA,”) U.S. Telemarketing and Consumer Fraud and Abuse Prevention Act (“TCFPA,”) U.S. Controlling the Assault of Non-Solicited Pornography And Marketing Act, (“CAN-SPAM,”) Canadian Anti-Spam Law (“CASL,”) and the Canadian Competition Act. We do not warrant that a Template will be appropriate and/or lawful for marketing all jurisdictions and circumstances. In all instances, any solicitation, invitation, offer, advertisement or communication is void where prohibited by law.
2.3. No Promise of Profit.
Your success as a music teacher depends entirely upon the time and effort you devote to your career and your skills and qualifications. YOU HEREBY ACKNOWLEDGE THAT TEACH MUSIC TODAY LEARNING SOLUTIONS HAS NOT AT ANY TIME PROMISED YOU ANY FINANCIAL GROWTH, PROFIT, COMPENSATION OR SUCCESS SHOULD YOU CHOOSE TO UTILIZE A TEMPLATE.
2.4. Accuracy, Completeness and Timeliness of Information.
We are not responsible if information contained in a Template is not accurate, complete or current. You acknowledge that the Templates are provided for general use only and should not be relied upon or used as the sole basis for making marketing and advertising decisions without consulting primary, more accurate, more complete or more timely sources of information. You acknowledge further that any reliance on a Template is at your own risk.
2.5. Errors in Templates.
?We do not warrant that any errors in a Template will be corrected.
2.6. Modifications and Changes to Terms of Use.
We may modify, add to, suspend or delete these Terms of Use or other agreements, in whole or in part, in our sole discretion at any time, with such modifications, additions or deletions being immediately effective upon their posting to the Web site. Your use of a Template after modification, addition or deletion of these Terms of Use shall be deemed to constitute acceptance by you of the modification, addition or deletion.
2.7. Modifications and Changes to a Template.
We may modify, add to, suspend, or delete any aspect of a specific Template offered by us, in whole or in part, at our sole discretion at any time, with such modifications, additions or deletions being immediately effective upon posting to the Web site.
2.8. Access to Templates.
Though we try to make the Templates available twenty-four (24) hours a day, seven (7) days a week, except for planned down-time for maintenance, we do not warrant that the Templates will be at all times available.
We do not warrant that your computer, tablet, and/or smartphone will be able to access and/or support the Templates.
2.9. Right of Refusal, Limitation, Discontinuation, and Termination.
We reserve the right to refuse to provide access to the Templates for any reason at any time in our sole and exclusive discretion.
2.10. Compliance with Export Controls.
In addition, although the Templates are intended to be accessible worldwide, the Templates may not be available to all persons in all geographic locations or jurisdictions. Teach Music Today Learning Solutions reserves the right to limit the availability of the Templates to any person, geographic area or jurisdiction it so desires, in our sole discretion, and to limit the quantities of any such product or service that it provides. Any offer for any product or service made via a Template shall be void where prohibited. By choosing to access the Templates from any location other than Canada, you accept full responsibility for compliance with all local laws. You are also subject to Canadian export controls and are responsible for any violations of Canadian embargoes or other rules and regulations restricting exports. You agree to comply with all such restrictions and not to export or re-export the any Template, to countries or persons prohibited under any applicable export control laws. By downloading a Template, you are agreeing that you are not in a country where such export is prohibited or are a person or entity to which such export is prohibited. You are responsible for compliance with the laws of your local jurisdiction regarding the export, import, or re-export of and products or services.
2.11. Prohibited Uses of Templates.
In addition to the other restrictions on use set forth herein, you agree and acknowledge that you shall not use the Templates: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts or to engage in acts that are unrelated to the purpose(s) of the Template; (c) to violate any international, governmental, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to collect or track the personal information of others; (h) to spam, phish, pharm, pretext, spider, crawl, or scrape; or (i) for any obscene or immoral purpose.
SECTION III: INTELLECTUAL PROPERTY; PRIVACY
5.1. Grant of License.
You are hereby granted a limited, non-sub-licensable, revocable, worldwide right to download and utilize the Templates for your own marketing purposes insofar as your use of the same is in compliance with these Terms.
5.2. Intellectual Property Rights Not Waived.
This is an Agreement for access to and use of our Templates, and you are not granted a license to any software or intellectual property by these Terms of Use. The Templates are protected by Canadian and, where applicable, international intellectual property laws. The Templates belong to us. We retain all ownership rights in the Templates.
Except for the explicit purpose of utilizing the Templates for your own marketing and advertising purposes, you may not copy, reproduce, publish, transmit, transfer, sell, rent, modify, create derivative works from, distribute, repost, perform, display, or in any way commercially exploit a Template, nor may you infringe upon any of the copyrights or other intellectual property rights contained in a Template.
You may not remove or alter, nor cause to be removed or altered, any copyright, trademark, or other proprietary notices or visual marks and logos from a Template, including but not limited to such marks that may reference Teach Music Today Learning Solutions, TeachPianoToday.com and WunderKeys.
You may not register any domain names or keywords that may confuse or contain any portion of the Teach Music Today Learning Solutions, TeachPianoToday.com and WunderKeys trade names or marks.
5.3. Feedback.
You may have the opportunity to provide reviews, suggestions, ideas, and feedback regarding a Template, (collectively, “Feedback.”) Should you so provide such Feedback you grant us sole ownership of the same, which includes, without limitation, the right for us or any third party we designate, to use, copy, transmit, excerpt, publish, distribute, publicly display, publicly perform, create derivative works of, host, index, cache, tag, encode, modify and adapt (including without limitation the right to adapt to streaming, downloading, broadcast, mobile, digital, thumbnail, scanning or other technologies) in any form or media now known or hereinafter developed. All such Feedback shall be treated as non-confidential.
If it is determined that you retain moral rights (including rights of attribution or integrity) in the content submitted by you, you hereby declare that (a) you do not require that any personally-identifying information be used in connection with the content, or any derivative works of or upgrades or updates thereto; (b) you have no objection to the publication, use, modification, deletion and exploitation of the content by us or our licensees, successors and assigns; (c) you forever waive and agree not to claim or assert any entitlement to any and all moral rights of an author in any of the content; and (d) you forever release us, and our licensees, successors and assigns, from any claims that you could otherwise assert against us by virtue of any such moral rights. You also permit any other User to access, view, store or reproduce the content for that User's personal use.
Notwithstanding the foregoing, you acknowledge that your Feedback may contain concepts, ideas, materials, proposals, suggestions and the like relating to Teach Music Today Learnings Solutions or its initiatives, (your “Ideas.”) With respect to your Ideas you acknowledge that: (a) we receive numerous submissions from many parties and/or may have independently-developed and/or considered ideas similar to your Ideas, and that our review of your Ideas is not an admission of novelty, priority or originality; and (b) our use of any ideas similar to your Ideas, whether based on your Feedback or Submissions, provided to us by third parties, or independently-developed or considered by us, shall be without obligation to you.
SECTION IV: DISCLAIMERS; LIMITATIONS OF LIABILITY; INDEMNIFICATION
4.1. Disclaimer of Warranty; Limitation of Liability.
(A) YOU AGREE THAT USE OF THE IS AT YOUR SOLE RISK. NEITHER US nor our AFFILIATES NOR ANY RESPECTIVE DIRECTORS, OFFICERS, USERS, EMPLOYEES, CONTRACTORS, PARENTS, SUBSIDIARIES, AGENTS, THIRD PARTY CONTENT PROVIDERS or LICENSORS, WARRANT THAT THE use of the TEMPLATES SHALL BE UNINTERRUPTED OR ERROR FREE; NOR DO we MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE TEMPLATES OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION PROVIDED.
(B) ALL TEMPLATES ARE PROVIDED ON AN "AS IS" AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AGAINST INFRINGEMENT, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THESE TERMS OF USE.
(C) ALTHOUGH ALL INFORMATION in the TEMPLATES is BELIEVED TO BE RELIABLE, WE MAKE NO REPRESENTATIONS, NEITHER EXPRESSLY NOR IMPLIEDLY, AS TO THE ACCURACY, COMPLETENESS, TIMELINESS OR RELIABILITY OF THE TEMPLATES.
(D) IN NO EVENT SHALL WE, our AFFILIATES NOR ANY RESPECTIVE DIRECTORS, OFFICERS, USERS, EMPLOYEES, CONTRACTORS, PARENTS, SUBSIDIARIES, AGENTS, THIRD PARTY CONTENT PROVIDERS or LICENSORS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY LOSS OR DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS, DAMAGES RESULTING FROM BUSINESS INTERRUPTION, personal injury or death, property damage, REPUTATIONAL HARM, OR LOSS OF INFORMATION OR DATA, ARISING OUT OF OR RELATED TO THE USE OF OR INABILITY TO USE THE TEMPLATES.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CERTAIN USERS.
The above limitations shall survive these Terms and inure to the benefit of us and our affiliates and respective directors, officers, Users, employees, contractors, parents, subsidiaries, agents, Third party content providers and licensors.
4.2. INDEMNIFICATION.
You agree to defend, indemnify and hold us harmless, as well as our AFFILIATES NOR ANY RESPECTIVE DIRECTORS, OFFICERS, USERS, EMPLOYEES, CONTRACTORS, PARENTS, SUBSIDIARIES, AGENTS, THIRD PARTY CONTENT PROVIDERS or LICENSORS, from and against all claims, SUITS, and expenses, including attorneys' fees, arising out of OR RELATED TO (a) YOUR USE OF a template; (B) your noncompliance with or breach of this Agreement; (C) your violation of a marketing or advertising rule or regulation; or (D) YOUR VIOLATIONS OF ANY THIRD PARTY RIGHTS, INCLUDING THIRD PARTY INTELLECTUAL PROPERTY RIGHTS. Teach Music Today Learning Solutions shall provide notice to you promptly of any such claim, suit, or proceeding and may assist you, at your expense, in defending any such claim, suit or proceeding.
SECTION V: GOVERNING LAW; ARBITRATION
5.1. Governing Law.
These Terms shall be governed and construed in accordance with the laws of the province of British Columbia without regard to its conflicts of law provisions. You agree to submit to the personal jurisdiction of the courts located in British Columbia, and any cause of action that relates to or arises from these Terms and/or the Templates must be filed therein unless subject to the binding arbitration provisions of Section 5.2, infra.
5.2. Arbitration.
The Parties agree that any dispute concerning, relating, or referring to these Terms and/or the Templates shall be resolved exclusively by binding arbitration in accordance with the substantive laws of the province of British Columbia and shall be brought for arbitration in British Columbia, Canada, pursuant to the rules of the Canadian Arbitration Association. The arbitrator and not any federal, state, or local court or agency shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, conscionability, or formation of this contract, including but not limited to any claim that all or any part of this contract is void or voidable. Nothing herein prevents either Party from seeking any interim injunction it deems necessary in order to preserve the status quo prior to the resolution of any dispute, in any jurisdiction. Either or both Parties may initiate the arbitration proceedings, and both shall share the expenses and fees of the arbitration equally.
SECTION VI: MISCELLANEOUS
6.1. Customer Service.
Should you have any questions, comments or concerns regarding the Templates, customer service may be contacted at any time via email at andrea@teachpianotoday.com. We strive to return all customer service inquires within forty-eight (48) business hours.
6.2. Authority.
Each Party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such Party and enforceable in accordance with its Terms.
6.3. Waiver.
Any waiver of a right under these Terms of Use shall only be effective if agreed or declared in writing. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term and shall not prevent a Party from exercising that right in the future. The rights and remedies herein provided are cumulative and not exclusive of any rights and remedies provided by law.
6.4. Force Majeure.
We shall not be bound to meet any obligation if prevented from doing so as a consequence of acts of god or force majeure, including but not limited to measures taken or imposed by any government or public authority or in case of any other event beyond our control, including but not limited to natural disasters (such as storm, hurricane, fire, flood, earthquake), war, civil unrest, terrorist activities, states of emergency, government sanctions, embargos, nationalizations, strikes and breakdowns of public utilities (such as of electricity or telecommunication services). We shall use all reasonable efforts to notify you of the circumstances causing the delay and to resume performance as soon as possible, both without undue delay.
6.5. Assignment.
We shall have the right to assign and/or transfer these Terms of Use and our rights and obligations hereunder to any third party after notifying you as provided for herein. You agree and acknowledge that you shall not assign or transfer its rights or sub-contract or delegate the performance of any of your obligations under these Terms of Use without our prior written consent in our sole and exclusive discretion or as provided for herein.
6.6. Rights of Third Parties.
These Terms do not give any right to any third party unless explicitly stated herein.
6.7. Relationship of the Parties.
The Parties are independent contractors under these Terms, and nothing herein shall be construed to create an employment agreement, partnership, joint venture, franchise relationship or agency relationship between them. Neither Party has authority to enter into Terms of any kind in the name of the other Party. Teach Music Today Learning Solutions is not to be considered a business partner or otherwise an affiliate of User.
6.8. Severability.
If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.
6.9. Notices.
Except as explicitly stated otherwise, any notices shall be given by postal mail to Teach Music Today Learning Solutions at 1900 Vee Road, Cowichan Bay, British Columbia, V0R 1N1. Notice shall be deemed given three (3) days after the date of mailing.
6.10. Entire Agreement.
This Agreement constitutes the entire Agreement between the Parties, and no other representations or promises of any kind shall be binding between the same. If any portion of this Agreement is held to be invalid, the balance of this Agreement shall remain in full force and effect.