THIS AGREEMENT GOVERNS YOUR USE OF PROJECT RHYTHM’S CURRICULUM, AND IS A BINDING LEGAL AGREEMENT BETWEEN YOU AND PROJECT RHYTHM.PROJECT RHYTHM’S WILLINGNESS TO OFFER YOU ACCESS TO ITS CURRICULUM AND ENTER INTO THIS AGREEMENT IS CONTINGENT ON YOU ACCEPTING THIS AGREEMENT WITHOUT MODIFICATION.
BY ACCEPTING THIS AGREEMENT, EITHER BY (A) PURCHASING ACCESS TO OUR CURRICULUM, (B) REGISTERING WITH US OR AN ENTITY WHO SPONSORS YOU TO USE OUR CURRICULUM OR OTHERWISE INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT, OR (C) USING OUR CURRICULUM, YOU AGREE TO THE TERMS OF THIS AGREEMENT.
- Curriculum is all documents, videos, graphics, webinars, lesson plans, outcome questionnaires, sound files, and other copyrighted or copyrightable materials, including their selection, compilation, and arrangement, in electronic, hard copy, or other form, that Project Rhythm provides to You, whether obtained by You through downloading or any other means.
- Licensed User is the licensee who purchases or is granted access to the Curriculum, referred to herein as “You” or “Your.”
- Student Users are students or others who access or use the Curriculum pursuant to the license purchased by the Licensed User. Licensed Users and Student Users collectively are referred to herein as “Users.”
- User Content means materials, including documents, videos, graphics, sound files, and other copyrighted or copyrightable materials, created by a User and not Project Rhythm.
- Project Rhythm grants Licensed User a limited, revocable, non-exclusive, non-sublicensable license to access, view, copy, and print the Curriculum solely for use with Student Users within one classroom. This license is personal to You and may not be assigned or sublicensed to others without Project Rhythm’s prior written consent or as expressly provided herein.
- Except as expressly permitted herein, any use of all or any portion of the Curriculum without the prior written permission of Project Rhythm is prohibited and will terminate the license granted herein. Any unauthorized use may also violate applicable laws, including without limitation copyright and trademark laws.
- You represent and warrant that Your use of the Curriculum will be consistent with this license and will not infringe or violate the rights of any third party, including copyright, trademark or other intellectual property rights, or violate any applicable law.
- You may not remove, edit or modify any portions of the Curriculum including, but not limited to, the removal, editing, or modification of any copyright, trademark, or other proprietary notices that have been placed in the Curriculum.
- Except as expressly set forth herein, Project Rhythm grants no right, title, or interest in the Curriculum to You. You agree not to reproduce, redistribute, display, sell, modify, edit or create derivative works of the Curriculum for any purposes whatsoever. For the avoidance of doubt, You may use the Curriculum as needed in Your classroom, subject to the limitations set forth herein, and make copies of the Curriculum for such use by Student Users.
- To request permission for uses of the Curriculum not included in this license, You may contact Project Rhythm.For the avoidance of doubt, before such uses of the Curriculum are made, You must first secure written permission from Project Rhythm expressly granting permission for such uses.
- Unless explicitly stated herein, nothing in this Agreement may be construed as conferring any license to intellectual property rights, whether by estoppel, implication, or otherwise. All rights not expressly granted by Project Rhythm are reserved.
- Ownership of the Curriculum. All right, title and interest in and to the Curriculum and all modifications, extensions, improvements, or derivatives thereof, including all patent, copyright, moral rights, trademark, tradename, trade secret, know-how and other intellectual property rights associated therewith, is and remains the property of Project Rhythm, and is protected under the Copyright Act of 1976, as amended, and all other applicable intellectual property protections, and all rights to the Curriculum are expressly reserved. All Project Rhythm trademarks, service marks, trade names, logos, domain names, and other aspects of the Project Rhythm brand are the sole property of Project Rhythm. You agree not to take any action inconsistent with Project Rhythm’s ownership rights. Nothing herein is intended to grant any right, title or interest in the Curriculum or other intellectual property of Project Rhythm.
- Ownership of and License to User Content. User Content is and remains that User’s property. Project Rhythm does not claim any ownership interest in or responsibility for User Content. Project Rhythm’s only right to User Content is the limited licenses to it granted in this User Agreement.
- By providing or distributing User Content to Project Rhythm, each User grants to Project Rhythm, and its affiliates and subsidiaries, a non-exclusive, royalty-free, transferable, worldwide license and right to display, publicly perform, reproduce, distribute, publish, modify, adapt, create derivative works of, and otherwise use such User Content for any purpose for which Project Rhythm from time to time uses such User Content. When User Content is provided to Project Rhythm, Licensed User represents and warrants that it has the lawful right to distribute and license the distribution of that User Content to and through Project Rhythm. The Licensed User further represents and warrants that the use, posting, or other transmission of such User Content does not violate this User Agreement and will not violate any rights of any other person or entity, including, but not limited to, any musical work and sound recording performance, reproduction or other rights.
- For User Content that is intended for the use by other Users, you grant Project Rhythm and its affiliates a non-exclusive, royalty-free, transferable right to sublicense to such Users for their use of your User Content in connection with Project Rhythm’s activities.
- Project Rhythm is not obligated to monitor User Content and, as such, does not guarantee in any manner the content, reliability, validity, accuracy, legality or truthfulness of User Content. Project Rhythm has no liability for your use of any User Content except as required by law. Although having no obligation to do so, Project Rhythm retains the absolute right to remove, screen, edit, or otherwise modify without notice any User Content provided to Project Rhythm, at any time and for any reason.
- No Warranty.Project Rhythm makes no express or implied warranties of merchantability, OUTCOME, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY, or fitness of the Curriculum for any particular purpose OR OUTCOME, and makes no other express or implied warranties or representations except as explicitly set forth herein or as required by law. PAST OUTCOMES DO NOT GUARANTEE SIMILAR OUTCOMES IN THE FUTURE.
- Limitations on Liability. The Curriculum is provided on an “as is, as available” basis. Project Rhythm expressly disclaims all warranties, including the warranties of merchantability, title, fitness for a particular purpose OR OUTCOME, and non-infringement OF INTELLECTUAL PROPERTY. TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW, PROJECT RHYTHM SHALL NOT BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THE USE OF OR INABILITY TO USE OR ACCESS THE CURRICULUM. TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW, PROJECT RHYTHM SHALL NOT BE LIABLE TO ANY PARTY FOR CLAIMS ARISING OUT OF OR IN CONNECTION WITH USE OF THE CURRICULUM, INCLUDING, WITHOUT LIMITATION, CLAIMS FOR INFRINGEMENT OF ANY INTELLECTUAL PROPERTY. TO THE EXTENT THE FOREGOING LIMITATION OF LIABILITY IS PROHIBITED OR FAILS OF ITS ESSENTIAL PURPOSE, PROJECT RHYTHM’S SOLE OBLIGATION TO YOU FOR DAMAGES SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO PROJECT RHYTHM.IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES INCURRED BY THE OTHER PARTY ARISING UNDER OR AS A RESULT OF A BREACH OF THIS USER AGREEMENT (OR THE TERMINATION HEREOF).Project Rhythm is not responsible for any loss of the Curriculum or any portion thereof.
- Assumption of Risk. You are solely responsible for ensuring that your use of the Curriculum does not violate the rights of any third party, including intellectual property rights. You assume all liability for Your use of the Curriculum.
- Indemnification.You agree to indemnify, defend, and hold harmless Project Rhythm, its present and future officers, directors, employees, agents, and licensors from and against all claims, liabilities, losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from any violation of this User Agreement by you or arising from or related to your use or misuse of the Curriculum, including, without limitation, use in contravention of this User Agreement, copyright or other intellectual property law.You further agree to indemnify, defend, and hold harmless Project Rhythm, its present and future officers, directors, employees, agents, and licensors from and against all claims, liabilities, losses, expenses, damages and costs, including reasonable attorneys’ fees, arising from or related to Your use of User Content.
- Term and Termination. The term of this User Agreement shall be for the duration of your use of the Curriculum in one classroom.
- Either party shall have the right to terminate this Agreement at any time upon written notice.The terms of sections 3-4, 6-8, 10-12 and 16-20 shall survive termination of this Agreement.
- Upon termination, all licenses granted by Project Rhythm will cease.
- Consent to Arbitration. You hereby agree that any and all disputes that arise out of or relate in any way to this User Agreement will be subject to binding confidential arbitration in New York County in the State of New York, unless you and Project Rhythm agree otherwise. The arbitration award shall be final and binding on you and Project Rhythm, and both parties agree to be bound thereby.Arbitration will be conducted by JAMS pursuant to its Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this section shall be deemed as preventing Project Rhythm from seeking injunctive or other equitable relief from the courts as necessary to prevent actual or threatened infringement, misappropriation, dilution, or violation of its intellectual property rights, or other proprietary rights. Should applicable law prohibit arbitration, 1) the terms of this User Agreement will be governed by and construed in accordance with the law of the State of New York without regard to its principles of conflicts of laws, 2) any claim arising out of or relating to Your use of the Curriculum shall be filed only in New York County in the State of New York, and 3) you hereby consent and submit to the exclusive personal jurisdiction of such courts for the purpose of litigating any such action.
- Waiver of Trial by Jury. YOU AND PROJECT RHYTHM EACH AGREE TO WAIVE THE RIGHT TO TRIAL BY JURY AND THAT ANY PROCEEDINGS TO RESOLVE OR LITIGATE ANY DISPUTE ARISING HEREUNDER WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS, AND THAT YOU WILL NOT SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION, A REPRESENTATIVE ACTION, A COLLECTIVE ACTION, A PRIVATE ATTORNEY-GENERAL ACTION, OR IN ANY PROCEEDING IN WHICH YOU ACT OR PROPOSE TO ACT IN A REPRESENTATIVE CAPACITY. YOU FURTHER AGREE THAT NO PROCEEDING WILL BE JOINED, CONSOLIDATED, OR COMBINED WITH ANOTHER PROCEEDING WITHOUT THE PRIOR WRITTEN CONSENT OF PROJECT RHYTHM AND ALL PARTIES TO ANY SUCH PROCEEDING.
- Entire Agreement; Severability of Provisions; No Waiver. This User Agreement constitutes the entire agreement with respect to access to and use of the Curriculum. If any provision of this User Agreement is deemed unlawful, void, or unenforceable by a court of law exercising proper jurisdiction, that provision shall be deemed severed from the remaining provisions and shall not affect their validity and enforceability. No waiver of any provision hereof shall be valid unless in writing signed by the parties. Any failure to enforce any right or remedy hereunder shall not operate as a waiver of the right to enforce such right or remedy in the future or of any other right or remedy.
- Changes to the Terms. Project Rhythm may review and update this User Agreement at any time in its sole discretion from time to time, and it is Your responsibility to keep abreast of those changes. All changes are effective immediately when posted and apply to all access to and use of the Curriculum thereafter. Your continued use of the Curriculum following the posting of a revised User Agreement means that You accept and agree to the changes which are binding on You. Such Changes will be available at www.projectrhythm.org.
- Notification. Project Rhythm may notify Users of relevant information regarding the Curriculum, including in any of the following ways: (a) by emailing Users at the email address they provide when they access the Curriculum, or (b) by posting a notice on the Project Rhythm website at www.projectrhythm.org.
- Project Rhythm will notify Licensed Users of Changes to the Terms of this User Agreement by emailing Users at the email address they provide to Project Rhythm.
- It is Your responsibility to be aware of Changes to the Terms of this User Agreement.You therefore represent and warrant that the email address You provide is a valid means for contacting you.
- Contact Us. If you have questions or concerns about this User Agreement, you may contact us at: www.projectrhythm.org