Course Terms of Purchase

Last Updated: May 25, 2022

 

These Course Terms of Purchase, together with the Intellectual Property License Agreement (collectively, the “Course Agreement”) are made by and between 300 Monks, LLC, a New York limited liability company that does business as Musicolor Masterclass (“Company”), and you, further defined below, as a participant in the Course, also defined below.

 

All parts and sub-parts of this Course Agreement are specifically incorporated by reference here. This Course Agreement shall govern the use of all pages and screens related to the course Musicolor Masterclass (all collectively referred to as “Course”) on the Company’s website and third-party websites (the “Websites”). 

 

1. Parties. The parties referred to in this Course Agreement shall be defined as follows:

 

1. Company, us, we: Company, as the creator, operator, and publisher of the Course, is responsible for providing the Course publicly. Company, us, we, our, ours and other first-person pronouns will refer to the Company, as well as, if applicable, all employees and affiliates of the Company.
   
   
2. You, you, the user, the participant: You, as the participant in the Course and user of the Websites, will be referred to throughout this Course Agreement with second-person pronouns such as you, your, yours, or as user or participant.
   
   
3. Parties: Collectively, the parties to this Course Agreement (Company and You) will be referred to as Parties.

 

1. Definitions. For the purposes of this Course Agreement, in addition to the capitalized terms defined elsewhere in this Course Agreement, the following capitalized terms will have the meanings ascribed to them below:
   
   

1. “Intellectual Property License Agreement” or “IPLA” means the license agreement which can be found at https://www.musicolormethod.com/ip-license-agreement and which can updated from time to time by Company. 

 

1. Assent and Acceptance. Company agrees to provide the Course, which shall be identified in the online commerce shopping cart. If you do not agree to be bound by this Agreement, please cease your participation in the Course immediately. If you do so after purchase, you will not be entitled to any refund. As a condition of participating in the Course, you agree to be bound by and to abide by all policies and procedures set out in this Course Agreement, including those incorporated by reference. 

 

1. Course.
   
   

1. Course Area. 

 

1. Company shall maintain a digital area, which will be protected by a password initially created by you, for the Course (“Course Area”). This Course Area that will include, without limitation, videos, slide decks and/or other learning information. You shall have access to this Course Area for as long as the Course Area exists. In the event that Company intends to close the Course Area, it shall provide you with a third (30) day notice and the ability to download the core resources contained in the Course Area.

 

1. As a participant in the Course, you will be asked to register with us. When you do so, you will create a password to access the Course Area. You may also provide personal information, including, but not limited to, your name, email address, and mailing address. You are responsible for ensuring the accuracy of this information. This identifying information will enable you to participate in the Course. You must not share such identifying information and password with any third party, and if you discover that your identifying information and password has been compromised, you agree to notify us immediately in writing. Email notification will suffice. You are responsible for maintaining the safety and security of your identifying information as well as keeping us apprised of any changes to your identifying information.

 

1. Providing false or inaccurate information, or using the Course or the Websites to further fraud or unlawful activity is grounds for immediate termination of this Course Agreement.

 

1. Physical Materials. Within thirty (30) days of enrolling in the Course, in the Company’s discretion, if you provide your physical address, you will receive physical materials (“Physical Materials”). These Physical Materials may include, without limitation, cards and books.

 

1. Age Restriction. You must be at least 18 (eighteen) years of age to use the Websites and participate in the Course. By participating in the Course, you represent and warrant that you are at least 18 years of age and may legally agree to this Course Agreement. Company assumes no responsibility or liability for any misrepresentation of your age.

 

1. Course Terms. 

 

1. The Course and any of its accompanying Materials may only be shared with third parties under the terms of our Trademark License Agreement. If we suspect that the Course or Materials are being shared and/or that you have shared your log-in information with any party, we reserve the right to immediately terminate your access to the Course, in our sole and exclusive discretion.

 

1. We do not offer any promises or guarantees with regard to our Course or Course Materials. You hereby acknowledge and agree:

 

1. You are solely and exclusively responsible for the choices that you make with regard to this Course, the Materials contained within it, or any significant changes to your business or life;

 

1. You are solely and exclusively responsible for your own mental health, physical health, business decisions, and any other actions or inaction you choose to take; and

 

1. We are not liable for any result or non-result or any consequences which may come about due to your participation in the Course.

 

1. You understand that there is no anonymity during the Course, you acknowledge that you understand that, during each Meeting, you will be able to communicate with the Course instructor via video, voice, and messaging and that you may visible to other Course participants.

 

1. Fees. 

 

1. In order to access the Course and Course Area, you will pay:

 

1. An initial payment of $1,495 (“Initial Fee”); and

 

1. an annual fee of $200 (“Annual Fee”).
   
   

1. The Initial Fee is due immediately when you purchase the Course. 

 

1. One (1) year after the Initial Fee is paid, the Annual Fee will be automatically  debited from the source from which the Initial Fee was made. If the debit for the Annual Fee is declined, the Company reserves the right to terminate your participation in the Course.
   
   
2. The Initial Fee, Annual Fee, and fees for the Course in general are subject to change by the Company.

 

1. From time to time, and in Company’s sole discretion, Company may provide discounts on the Initial Fee and bonuses to individuals who sign up for the Course. You shall be entitled to any bonuses and/or discounts offered to you at the time of your enrollment. Bonuses and discounts are not guaranteed to be available for the entire lifespan of the Course and they vary depending on specific live and automated promotions throughout the calendar year.
   
   

1. Refund Policy. Once you paid the Initial Fee pursuant to Section 7, you will not be entitled to a refund.

 

1. Intellectual Property.

 

1. License. We may provide you with certain information as a result of your accessing of the Course through the Websites. Such information may include, but is not limited to, documentation, data, or information developed by us and other materials which may assist in your participation in the Course (“Materials”). Subject to this Course Agreement and IPLA, we grant you a non-exclusive, limited, non-transferable and revocable license to use the Materials solely in connection with your participation in the Course and your use of the Websites. The Materials may not be used for any other purpose, and this license terminates upon your completion of the Course, your cessation of use of the Course or the Websites, or at the termination of this Course Agreement.
   
   
2. Trademark License. In addition, we grant you a license to use our trademarks under the terms of the Intellectual Property License Agreement to provide lessons using our Materials. If there is a conflict between this Agreement and the IPLA, the IPLA will control.

 

1. Company IP. You agree that the Materials, the Course and the Websites provided by the Company are the property of the Company, including all copyrights, trademarks, trade secrets, patents, and other intellectual property (“Company IP”). You agree that the Company owns all right, title and interest in and to the Company IP and that you will not use the Company IP for any unlawful or infringing purpose. Unless under the terms of the IPLA, you agree not to reproduce or distribute the Company IP in any way, including electronically or via registration of any new trademarks, trade names, service marks or Uniform Resource Locators (URLs), without express written permission from the Company.

 

1. Acceptable Use. 

 

1. You agree not to use the Course or the Websites for any unlawful purpose or any purpose prohibited under this clause. You agree not to use the Course or the Websites in any way that could damage the Course, Websites, or general business of the Company.

 

1. You further agree not to use the Course or the Websites:

 

1. to harass, abuse, or threaten others or otherwise violate any person’s legal rights;

 

1. to violate any intellectual property rights of the Company or any third party;

 

1. to upload or otherwise disseminate any computer viruses or other software that may damage the property of another;

 

1. to perpetrate any fraud; 

 

1. to engage in or create any unlawful gambling, sweepstakes, or pyramid scheme;

 

1. to publish or distribute any obscene or defamatory material;

 

1. to publish or distribute any material that incites violence, hate, or discrimination towards any group; or

 

1. to unlawfully gather information about others.

 

1. No Liability. The Course and Websites are provided for informational purposes only. You acknowledge and agree that any information posted in the Course, in the Materials, or on the Websites is not intended to be legal advice, medical advice, or financial advice, and no fiduciary relationship has been created between you and us. You further agree that your participation in the Course is at own risk. We do not assume responsibility or liability for any advice or other information given in the Course, in the Materials, or on the Websites.

 

1. Reverse Engineering & Security. You agree not to undertake any of the following actions: i) reverse engineer, or attempt to reverse engineer or disassemble any code or software from or on the Course or Websites; or ii) violate the security of the Course or Websites through any unauthorized access, circumvention of encryption or other security tools, data mining or interference to any host, user or network.

 

1. Data Loss. We do not assume or accept responsibility for the security of your account or content. You agree that your participation in the Course or use of the Websites is at your own risk.

 

1. Indemnification. You agree to defend and indemnify the Company and any of our affiliates (if applicable) and hold us harmless against any and all legal claims and demands, including reasonable attorney’s fees, which may arise from or relate to your participation in the Course, your use or misuse of the Websites, your breach of this Course Agreement, or your conduct or actions. You agree that we shall be able to select our own legal counsel and may participate in our own defense, if we wish.

 

1. Modification & Variation. We may, from time to time and at any time without notice to you, modify this Course Agreement. You agree that we have the right to modify this Course Agreement or revise anything contained herein. You further agree that all modifications to this Course Agreement are in full force and effect immediately upon posting on the Websites and that modifications or variations will replace any prior version of this Course Agreement, unless prior versions are specifically referred to or incorporated into the latest modification or variation of this Course Agreement.
   
   To the extent any part or sub-part of this Course Agreement is held ineffective or invalid by any court of law, you agree that the prior, effective version of this Course Agreement shall be considered enforceable and valid to the fullest extent.

 

1. Entire Course Agreement. This Course Agreement constitutes the entire understanding between the Parties with respect to the Course. This Course Agreement supersedes and replaces all prior or contemporaneous Course Agreements or understandings, written or oral.

 

1. Service Interruptions. We may need to interrupt your access to the Course to perform maintenance or emergency services on a scheduled or unscheduled basis. You agree that your access to the Course and/or Websites may be affected by unanticipated or unscheduled downtime, for any reason, but that we shall have no liability for any damage or loss caused as a result of such downtime.

 

1. Term, Termination & Suspension. We may terminate this Course Agreement with you at any time for any reason, with or without cause. We specifically reserve the right to terminate this Course Agreement if you violate any of the terms outlined herein, including, but not limited to, violating the intellectual property rights of us or a third party, failing to comply with applicable laws or other legal obligations, and/or publishing or distributing illegal material. You may also terminate this Course Agreement at any time by contacting us and requesting termination. At the termination of this Course Agreement, any provisions that would be expected to survive termination by their nature shall remain in full force and effect.
   
   Please be advised that terminating this Course Agreement does not entitle you to a refund on any monies spent with us.

 

1. No Warranties. You agree that your participation in the Course and your use of the Websites is at your sole and exclusive risk and that any Services provided by us are on an "As Is" basis. We hereby expressly disclaim any and all express or implied warranties of any kind, including, but not limited to the implied warranty of fitness for a particular purpose and the implied warranty of merchantability. We make no warranties that the Course or Websites will meet your needs or that the Course or Websites will be uninterrupted, error-free, or secure. We also make no warranties as to the reliability or accuracy of any information in the Course or on the Websites. You agree that any damage that may occur to you, through your computer system, or as a result of loss of your data from your participation in the Course or your use of the Websites is your sole responsibility and that we are not liable for any such damage or loss.

 

1. Limitation on Liability. We are not liable for any damages that may occur to you as a result of your participation in the Course or your use of the Websites, to the fullest extent permitted by law, as noted above. The maximum liability of Company arising from or relating to this Course Agreement is limited to the greater of one hundred ($100) US Dollars or the amount you paid to us in the last six (6) months. This section applies to any and all claims by you, including, but not limited to, lost profits or revenues, consequential or punitive damages, negligence, strict liability, fraud, or torts of any kind.

 

1. General Provisions.
   
   

1. Notice. Any notices to be given to the Company will be sufficiently given if transmitted via email to the Company at [email protected], or to any other addresses the Company may notify to you from time to time in writing. This notice will be deemed to have been given at the time of delivery, if transmitted via email and no error or “bounce back” has been received within twenty-four (24) hours of submission.

 

1. Language. All communications made or notices given pursuant to this Course Agreement shall be in the English language.

 

1. Force Majeure. We are not liable for any failure to perform due to causes beyond our reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, epidemics, pandemics, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.

 

1. Governing Law. Through your participation in the Course and your use of the Websites, you agree that the laws of New York shall govern any matter or dispute relating to or arising out of this Course Agreement, as well as any dispute of any kind that may arise between you and us, with the exception of its conflict of law provisions. In case any litigation specifically permitted under this Course Agreement is initiated, the Parties agree to submit to the personal jurisdiction of the state and federal courts of the following counties: Kings County, New York or New York County, New York. The Parties agree that this choice of law, venue, and jurisdiction provision is not permissive, but rather mandatory in nature. You hereby waive the right to any objection of venue, including assertion of the doctrine of forum non conveniens or similar doctrine.

 

1. Assignment. This Course Agreement, or the rights granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or part by you. Should this Course Agreement, or the rights granted hereunder, be assigned, sold, leased or otherwise transferred by Company, the rights and liabilities of Company will bind and inure to any assignees, administrators, successors, and executors.

 

1. Severability. If any part or sub-part of this Course Agreement is held invalid or unenforceable by a court of law or competent arbitrator, the remaining parts and sub-parts will be enforced to the maximum extent possible. In such condition, the remainder of this Course Agreement shall continue in full force.

 

1. No Waiver. In the event that we fail to enforce any provision of this Course Agreement, this shall not constitute a waiver of any future enforcement of that provision or of any other provision. Waiver of any part or sub-part of this Course Agreement will not constitute a waiver of any other part or sub-part.

 

1. No Agency, Partnership, or Joint Venture. No agency, partnership, or joint venture has been created between the Parties as a result of this Course Agreement. No Party has any authority to bind the other to third parties.

 

1. Electronic Communications Permitted. Electronic communications are permitted to both Parties under this Course Agreement, including e-mail or fax. For any questions or concerns, please email us at the following address: [email protected].   

 

1. Singular and Plural. Words used herein in the singular, where the context so permits, shall be deemed to include the plural and vice versa. The definitions of words in the singular herein shall apply to such words when used in the plural where the context so permits and vice versa.

 

1. Headings. Headings of parts and sub-parts under this Course Agreement are for convenience and organization, only. Headings shall not affect the meaning of any provisions of this Course Agreement.