MusicFirst LMS Terms & Conditions

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. 

BY USING THIS WEB SITE OR OUR APPLICATION OR SERVICE, YOU AGREE TO THESE TERMS AND CONDITIONS.

Your access to and use of this website, application, or service as offered by Music Sales Digital Services, LLC (collectively “MusicFirst”) is subject to the following terms and conditions of use (“Terms of Use”) and all applicable laws. These Terms of Use apply exclusively to your access to, and use of, this website and do not alter in any way the terms or conditions of any other agreement you may have with MusicFirst. These Terms of Use may be changed by MusicFirst at any time in its sole discretion by posting the changes made to these Terms of Use, as revised, on this website. The posted changes will take effect immediately upon publication, unless expressly stated otherwise. You agree that your continued use of the MusicFirst website, application, or service after publication of any and all changes to these Terms of Use shall constitute your acceptance of such Terms of Use.

If you do not agree to these Terms of Use, our Privacy Policy, or any other policy governing your access to or use of our service, you should immediately terminate your access to and use of the MusicFirst service. If you have any questions regarding these terms or your access to or use of this service, please contact Support at [email protected].

PRIVACY
We respect the privacy of our users and encourage you to read our Privacy Policy so that you may make an informed decision regarding your use of our website.

USE BY MINORS
Children under the age of eighteen (18) years old are not eligible to use the MusicFirst service without the consent and supervision of a parent or guardian. We request that minors not submit any personal information to us in an attempt to register, or use the site in any way without the permission and guidance of their parents or guardians as required by State and Federal law. If you attempt to access our site or register without the requisite permission MusicFirst reserves the right to terminate all future access.

REGISTRATION OBLIGATIONS
Use of the MusicFirst service is open to all eligible students, teachers, and administrators, as determined by MusicFirst in its sole discretion, however certain services and/or sections of the website require registration. You hereby warrant and represent that any personal and/or identifying information provided during registration is true and correct. You may not (i) select or use as a User ID the name of another person with the intent of impersonating that person, (ii) use as a User ID a name subject to any rights of a person or entity other than yourself without the appropriate authorization, or (iii) use as a User ID a name that is otherwise offensive, vulgar or obscene, as defined by MusicFirst and determined in its sole discretion without the requirement of explanation.  MusicFirst reserves the right to refuse and/or cancel the registration of any user based upon its sole discretion and without the need for explanation. You shall be responsible for maintaining the confidentiality of your MusicFirst password and account information. By registering with the site, you represent and warrant that you are at least eighteen (18) years old or have the authorization of a parent or guardian described above.

USER CONDUCT
You agree to use MusicFirst only for lawful purposes and in compliance with these Terms of Use. You are prohibited from posting on or transmitting through MusicFirst any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, sexually explicit, profane, hateful, racially, ethnically, or otherwise objectionable material of any kind that infringes the intellectual property rights of or is otherwise injurious to third parties, including, but not limited to, any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or international law. Similarly, all users are prohibited from posting, reproducing, or otherwise requesting or disseminating personally identifiable or contact information of minors, including, but not limited to, email addresses.

MusicFirst respects the intellectual property of others, and we ask our registered members to do the same. MusicFirst may, in appropriate circumstances and at its discretion, terminate the accounts of registered members who infringe the intellectual property rights of others.

USER CONTENT
You agree that you are solely responsible for the content or information you publish or display (hereinafter, “post”) on MusicFirst. You will not post any defamatory, inaccurate, abusive, obscene, profane, offensive, threatening, harassing, racially offensive, or illegal material, or any material that infringes or violates another party’s rights (including, but not limited to, intellectual property rights, and rights of privacy or publicity). You will use MusicFirst in a manner consistent with any and all applicable laws and regulations. By posting information on MusicFirst, you warrant and represent that the information is truthful and accurate.

You will not post, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights and except as otherwise permitted by law.

By creating and posting content to MusicFirst, you warrant and represent that you own all rights to the content or have acquired the necessary license(s). By submitting, posting, or displaying content on MusicFirst, you give MusicFirst a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute any content, which you submit, post, or display on or through, the website. You agree that this license includes a right for MusicFirst to make such content available to other companies, organizations or individuals with whom MusicFirst has relationships or to use the same in marketing and advertisements. If you upload content for general distribution, such as by sharing a lesson plan, the license you grant hereby includes the right of subsequent users to make use of that plan. You confirm and warrant to MusicFirst that you have all the rights, powers, and authority necessary to grant the above license.

COPYRIGHT
Unless otherwise indicated, all website materials, including, without limitation, the MusicFirst logo, and all designs, text graphics, other files, and the selection and arrangement thereof are the proprietary and copyrighted property of MusicFirst or its licensors, or reproduced and displayed pursuant to a license granted by a user who uploaded the same. You may electronically copy and print to hard copy portions of this website for the sole purpose of using materials it contains for informational and non-commercial use. Reproduction for purposes other than described above, modification, replication, display or performance – without the prior written permission of MusicFirst is strictly prohibited.

TRADEMARKS
MusicFirst.com, the MusicFirst logo, and any proprietary product or service names contained on this website are either trademarks or registered trademarks of MusicFirst or its licensors, and may not be copied, imitated or used, in whole or in part, without the prior written permission of MusicFirst. In addition, all page headers, custom graphics, button icons and scripts are service marks, trademarks and/or trade dress of MusicFirst, and may not be copied, imitated or used, in whole or in part, without the prior written permission of MusicFirst. All other trademarks, registered trademarks, product names and company names or logos mentioned herein are the property of their respective owners.

CONTENT REVIEW
MusicFirst may elect to electronically monitor areas of this service and may disclose any content, records, or electronic communications of any kind to satisfy any law, regulation, or government request, if such disclosure is necessary or appropriate to operate this website, or to protect the rights or property of MusicFirst, its independent contractors, service providers, consultants, sponsors, licensors, or the public. MusicFirst retains the right, but not the obligation, to monitor and edit or remove any activity or content that it deems in its sole discretion to be harmful to users, MusicFirst, or the rights of any third party, or to violate any applicable law.

COPYRIGHT COMPLAINTS
In accordance with the Digital Millennium Copyright Act of 1998, MusicFirst will respond expeditiously to claims of copyright infringement committed using this website. If you are a copyright owner, or authorized to act on behalf of an owner of the copyright or of any exclusive right under the copyright, please report your notice of infringement by contacting MusicFirst via email to: [email protected] (please include DMCA Infringement Notification Dept. in the subject line). Include in your email the following information:
•    an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
•    a description of the copyrighted work or other intellectual property that you claim has been infringed;
•    the direct link of the image in question (the direct link is found underneath the picture, in the form of a URL;
•    your address, telephone number, and email address;
•    a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;
•    a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

Please note that we may post your notification, with personally identifiable information redacted, to a clearinghouse such as chillingeffects.org. Please also note that you may be liable for damages (including costs and attorneys’ fees) if you materially misrepresent that an activity is infringing your copyright. 

If we remove or disable access to content in response to an infringement notice, we will make reasonable attempts to contact the poster of the affected content. If you feel that your material does not constitute infringement, you may provide MusicFirst with a counter notification by written communication to the attention of “DMCA Counter Notification Dept.” at [email protected] that sets forth all the necessary information required by the DMCA. Please not that you may be liable for damages (including costs and attorneys’ fees) if you materially misrepresent that an activity is not infringing the copyrights of others. If you are uncertain whether an activity constitutes infringement, we recommend seeking the advice of an attorney.

LINKING TO MUSICFIRST
You are hereby granted a limited, non-exclusive right to create a hyperlink to this website provided such link does not portray MusicFirst or any of its products or services in a false, misleading, derogatory, or otherwise defamatory manner. This limited right may be revoked at any time. You may not use, frame, or utilize framing techniques to enclose any MusicFirst trademark, logo, or other proprietary information, including the images found at this website, the content of any text, or the layout/design of any page or form contained on a page without MusicFirst’s express written consent. Further, you may not use any meta tags or any other “hidden text” utilizing a MusicFirst name, trademark, or product name without MusicFirst’s express written consent. Except as noted above, you are not conveyed any right or license by implication, estoppels, or otherwise in or under any patent, trademark, trademark, copyright, or proprietary right of MusicFirst or any third party. MusicFirst makes no claim or representation regarding, and accepts no responsibility for, the quality, content, nature, or reliability of websites linking to this website.

INDEMNITY
You will defend, indemnify, and hold harmless MusicFirst, its officers, directors, employees, agents and third parties, for any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of your use of MusicFirst, including, but not limited to, any breach by you of these Terms of Use.

DISCLAIMER
THIS WEBSITE AND THE MATERIALS ON THIS WEBSITE ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. MUSICFIRST DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. MUSICFIRST DOES NOT REPRESENT OR WARRANT THAT MATERIALS ON THIS WEBSITE, INCLUDING WITHOUT LIMITATION ANY INFORMATION ABOUT MUSICFIRST PROVIDED BY THIRD PARTIES, ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. MUSICFIRST DOES NOT REPRESENT OR WARRANT THAT THIS WEBSITE OR ITS SERVER(S) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

POSTED CONTENT
Content posted by users of MusicFirst, including, but not limited to, lesson plans, lesson materials, exams, assignments, and links is posted without review by MusicFirst and MusicFirst maintains no responsibility to review such content before it is posted to this website. The MusicFirst service and any and all user-generated content may include material or content that some users may find offensive or inappropriate and MusicFirst makes no representation or warranty of any kind as to the decency or appropriateness of any and all material contained in or access through this website.

POSTED LINKS AND EMBEDDED FILES
MusicFirst or its users may provide links to webpages and content of third parties (“Third-Party Content”) as a service to those interested in this information. MusicFirst does not monitor, nor does it have any control over any Third-Party Content. MusicFirst does not endorse or accept any Third-Party Content and can make no guarantee as to its accuracy or completeness. MusicFirst makes no representations or warranties of any kind regarding such Third-Party Content, or any information contained therein, and undertakes no responsibility to update or review any Third-Party Content. When leaving MusicFirst, you should be aware that MusicFirst’s terms and policies no longer govern, and, therefore, you should review the applicable terms and policies, including privacy and data gathering practices, of that site.

LIMITATION OF LIABILITY
IN NO EVENT SHALL MUSICFIRST OR ITS OFFICERS, DIRECTORS, SHAREHOLDERS OR EMPLOYEES BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR INABILITY TO USE THIS WEBSITE OR THE MATERIALS CONTAINED IN, OR ACCESSED THROUGH, THIS WEBSITE, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE ON ANY INFORMATION OBTAINED FROM MUSICFIRST, OR THAT RESULTS FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR E-MAIL, ERROR, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OF ANY FAILURE OR PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATION FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO MUSICFIRST’S RECORDS, PROGRAMS, OR SERVICES.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF MUSICFIRST (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE, OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY) ARISING OUT OF OR RELATING TO THE USE OF MUSICFIRST EXCEED ANY COMPENSATION YOU PAY, IF ANY, TO MUSICFIRST FOR ACCESS TO OR USE OF THIS WEBSITE.

SEVERABILITY AND NON-WAIVER
If any provision of these Terms of Use shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provision. The failure of MusicFirst to insist upon or enforce strict performance of any of the provisions of these Terms of Use, or to exercise any rights or remedies under these Terms of Use, will not be construed as a waiver or relinquishment to any extent of MusicFirst’s right to assert or rely upon any such provisions, rights, or remedies in that or any other instance; rather, the same will be and remain in full force and effect.

APPLICABLE LAW
The laws of the State of New York will govern and construe these Terms of Use without giving effect to any conflict of laws provision to the contrary. By use of this website, you irrevocably consent for any reason and all disputes with MusicFirst to exclusive jurisdiction of the courts located within the State of New York to resolve any such legal matter. Notwithstanding this, you agree that MusicFirst shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

ARBITRATION
Notwithstanding the preceding provision, but without limiting MusicFirst’s right to seek injunctive or other equitable relief in any court of competent jurisdiction, any disputes arising with respect to this agreement shall be referred to an arbitrator affiliated with JAMS. The arbitrator shall be selected by joint agreement of the parties. In the event the parties cannot agree on an arbitrator within thirty (30) days of the initiating party providing the other party with written notice that it plans to seek arbitration, the parties shall each select an arbitrator affiliated with JAMS, who shall jointly select a third arbitrator to resolve the dispute. The written decision of the arbitrator shall be final, confidential, and binding on the parties. The arbitration proceeding shall be carried on and heard New York using the English language and pursuant to the rules of JAMS. In any action or proceeding to enforce rights under these Terms or Use, the prevailing party will be entitled to recover costs and attorneys’ fees.

ASSIGNMENT
This Agreement is not transferable. Any assignment, transfer, or sale of this Agreement or any right to interest herein, without prior written consent shall not be binding upon the parties.

NO AGENCY OR JOINT VENTURE
Nothing contained herein shall be construed to create the relationship of employer and employee or to create a partnership or joint venture between MusicFirst and any of its users.

FORCE MAJEURE
MusicFirst will not be liable for any delay in service of its website resulting from any cause beyond its reasonable control or caused by acts of God, acts of civil or military authorities, priorities, fires, strikes, floods, epidemics, governmental rules or regulations, war, riot, delays in transportation or shortages.

TERMINATION
Notwithstanding any of these Terms of Use, MusicFirst reserves the right, without notice, and in its sole discretion, to terminate a user’s use of this service and to block or prevent future access to and use of this service.

SURVIVAL
All provisions of this Terms of Use, which, by their nature should survive termination, shall survive termination, including, without limitation, ownership provisions, warranties and disclaimers, indemnity, and limitation of liability.

MERGER
This Agreement constitutes the entire Agreement between the user and MusicFirst concerning the use of this service, and cancels and supersedes any prior understandings and agreements between the parties hereto. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, expressed, implied or statutory, between the parties other than as expressly set forth in this Agreement.

QUESTIONS AND CONTACT INFORMATION
General questions or comments about MusicFirst’s service may be directed to Support at [email protected].