MuseMinder Online User Agreement

Last updated: Feb 3, 2018

This User Agreement ("Agreement") is a contract between you and MuseMinder and applies to your use of MuseMinder's Services. You must read, agree with and accept all of the terms and conditions contained in this Agreement. In addition, you must read, agree with and accept any applicable agreements on the Legal Agreements page in order to use MuseMinder Online ("the service").

We may amend this Agreement at any time by posting a revised version on our website. The revised version will be effective at the time we post it. In addition, if the revised version includes a Substantial Change, we will provide you with 30 Days' prior notice of Substantial Change by posting notice on the "Policy Updates" page of our website.

This is an important document which you must consider carefully when choosing whether to use the service at any time. This Agreement also highlights certain risks on using the Services.

General

1.1 MuseMinder Online ("MuseMinder") is an online Studio Management service ("the service"). MuseMinder helps you record enrollments, bill for services, and record payments for studio services you offer to your clients. MuseMinder is an independent contractor for all purposes, except that MuseMinder acts as your agent only with respect to handling online payment transactions. MuseMinder does not have control of or liability for the products or studio services that are managed using our service.

1.2 Applicable Users include studio subscribers ("subscribers"), and their registered staff, students, and members ("members") who have been granted sign-in access by the subscriber either through online self-registration, or other forms of registration through the service.

1.3 Intellectual Property "MuseMinder.com", "MuseMinder", and all related logos, products and services described in our website are either trademarks or registered trademarks of Clerestory Systems, Inc., or its licensors. You may not copy, imitate or use them without Clerestory Systems' prior written consent. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of Clerestory Systems. You may not copy, imitate, or use them without our prior written consent. You may use HTML logos provided by MuseMinder through our merchant services, mobile tools features or affiliate programs without prior written consent for the purpose of directing web traffic to the Service. You may not alter, modify or change these HTML logos in any way, use them in a manner that is disparaging to MuseMinder or the Service or display them in any manner that implies MuseMinder's sponsorship or endorsement. All right, title and interest in and to the MuseMinder websites and any content thereon is the exclusive property of Clerestory Systems and its licensors.

1.4 Assignment You may not transfer or assign any rights or obligations you have under this Agreement without MuseMinder's prior written consent. MuseMinder reserves the right to transfer or assign this Agreement or any right or obligation under this Agreement at any time.

Your assigned login is meant for the exclusive use of the individual to whom it was assigned by MuseMinder. Sharing logins is not permitted.

1.5 Notices to You You agree that MuseMinder may provide notice to you by posting it on our website, emailing it to the email address listed in your Account, or mailing it to the street address listed in your Account. Such notice shall be considered to be received by you within 24 hours of the time it is posted to our website or email to you unless we receive notice that the email was not delivered. If the notice is sent by mail, we will consider it to have been received by you three Business Days after it is sent. You may request a paper copy of any legally required disclosures and you may terminate your consent to receive required disclosures through electronic communications by contacting MuseMinder as described in section 1.7 below. MuseMinder will charge you a Records Request Fee (per section 3) to provide a paper copy. MuseMinder reserves the right to close your Account if you withdraw your consent to receive electronic communications.

1.7 Notices to MuseMinder Notice to MuseMinder must be sent by postal mail to: MuseMinder Studio Management System, Attention: Legal Department, 710 S Myrtle Ave. #156, Monrovia, CA 91106.

INDEMNITY

USER EXPRESSLY ACKNOWLEDGES AND AGREES THAT USE OF THE SOFTWARE IS AT USER'S SOLE RISK. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE IS ASSUMED BY USER. IN NO CASE SHALL LICENSOR, ITS SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, RESELLERS, AGENTS, OR SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONTINGENT, CONSEQUENTIAL, OR OTHER SIMILAR DAMAGES, ARISING FROM BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY IN TORT OR CONTRACT, INCLUDING BUT NOT LIMITED TO, ANY LOST PROFITS, LOSS OF DATA, DAMAGES FROM BUSINESS INTERRUPTION, DOWNTIME, LOSS OF GOODWILL, DAMAGE TO OR REPLACEMENT OF EQUIPMENT OR PROPERTY, COSTS OF RECOVERING, REPROGRAMMING, OR REPRODUCING ANY SOFTWARE PROGRAM OR DATA USED IN CONJUNCTION WITH THE PROGRAM, EVEN IF LICENSOR, ITS SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, RESELLERS, AGENTS, SUPPLIERS, OR ANYONE ELSE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. USER EXPRESSLY ACKNOWLEDGES AND AGREES THAT THIS DISCLAIMER OF DAMAGES PROVISION APPLIES TO ANY TEMP KEY SETTING, AS DESCRIBED ABOVE.

DISCLAIMER OF WARRANTIES

The Software is provided "AS IS" without a warranty of any kind. ANY WRITTEN OR ORAL INFORMATION OR ADVICE GIVEN BY LICENSOR, ITS SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, RESELLERS, AGENTS, OR SUPPLIERS WILL IN NO WAY INCREASE THE SCOPE OF LIABILITY OR CREATE A WARRANTY, NOR MAY THE USER RELY UPON ANY SUCH WRITTEN OR ORAL COMMUNICATION. THE USER AGREES TO ACCEPT THIS SOFTWARE "AS IS" AND "WITH ALL FAULTS". ALL EXPRESS WARRANTIES UNLESS SPECIFICALLY STATED HEREIN AND ALL IMPLIED WARRANTIES ON THE SOFTWARE, MEDIA AND DOCUMENTATION INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, PERFORMANCE AND FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND NON-INTERFERENCE WITH ENJOYMENT OF THE SOFTWARE ARE DISCLAIMED.

LIMITATION OF LIABILITY

FURTHER, THE USER AGREES THAT LICENSOR AND LICENSOR'S SHAREHOLDERS', DIRECTORS', OFFICERS', EMPLOYEES', RESELLERS', AGENTS', OR SUPPLIERS' TOTAL LIABILITY, IF ANY, UNDER ANY THEORY, SHALL NOT EXCEED ANY AMOUNT PAID BY THE USER FOR THE SOFTWARE. MuseMinder shall be responsible only to the User; no responsibility to any third party shall be created.

INTERNET DELAYS AND DISRUPTIONS

MuseMinder Online Services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. MuseMinder IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

Eligibility

A studio subscriber is a user who is responsible for managing a MuseMinder studio account. To be eligible as a studio subscriber, you must be at least 18 years old (or legally responsible age in your state/country).

Studios may enable logins for their members who are at least 13 years of age (or equivalent minimum age in local juristiction), or for underage members for whom they have received verifiable parental consent. Studio subscribers are responsible for recording the ages of minor members they register in order that this policy may be enforced.

Fees

MuseMinder is an online subscription-based service. Studio subscribers pay subscription fees described in their individual contracts and shown in the studio subscription statement view (visible only to studio managers). Failure to pay annual subscription service fees can result in suspension of service including revocation of all studio member logins, online payment support, notification services, and mobile app functionality.

Subscription and other fees are to be paid in U.S. currency. Any currency exchange fees are responsibility of the subscriber.

Acceptable use

You are independently responsible for complying with all applicable laws in all of your actions related to your use of MuseMinder's services, regardless of the purpose of the use. In addition, you must adhere to the terms of this Acceptable Use Policy.

Communications

MuseMinder's service includes facilities to enable member studios to communicate with their staff, students, and other members via email, website messages, and mobile app calendar notifications ("communications services"). These facilities may only be used for legitimate education-related business activities as set forth in this user agreement. These facilities may also be used to promote studio services (e.g., upcoming course offerings) to registered studio affiliate members, as long as those members have given consent to receive such communications. Any use of these communications services that results in complaints to MuseMinder or Clerestory Systems from recipients related to offensive content or misuse of personal information may result in suspension of said services.

Login credential security

Login credentials include the user name and password you use to sign in to the MuseMinder online service. These credentials are created exclusively for the use of a single individual and may not be shared. You shall promply notify MuseMinder if you learn, or have reason to believe, that another person or entity has compromised your password, or gained unauthorized access to the service, or any personal information stored in the service. In the event of such compromise, you shall provide us with reasonable assistance and support to correct the situation.

Privacy and Information Sharing

By using the service you agree to consent to the use of your personal information as set forth in our privacy policy.

Service subscribers further agree to protect the personal information of their afiliate members as it is used both inside and outside of the service.

Prohibited activities

You may not use the MuseMinder service for activities that:

1. Violate any law, statute, ordinance or regulation

2. Relate to sales of (a) narcotics, steroids, certain controlled substances or other products that present a risk to consumer safety, (b) drug paraphernalia, (c) items that encourage, promote, facilitate or instruct others to engage in illegal activity, (d) items that promote hate, violence, racial intolerance, or the financial exploitation of a crime, (e) items that are considered obscene, (f) items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the laws of any jurisdiction, (g) certain sexually oriented materials or services, or (h) certain firearms, firearm parts or accessories, ammunition, weapons or knives

3. Relate to transactions that (a) show the personal information of third parties in violation of applicable law, (b) support pyramid or ponzi schemes, matrix programs, other 'get rich quick' schemes or certain multi-level marketing programs, (c) are associated with purchases of annuities or lottery contracts, lay-away systems, off-shore banking or transactions to finance or refinance debts funded by a credit card, (d) are for the sale of certain items before the seller has control or possession of the item, (e) are by payment processors to collect payments on behalf of merchants, (f), are associated with the sale of traveler's checks or money orders, (h) involve currency exchanges or check cashing businesses, or (i) provide certain credit repair or debt settlement services

4. Violate applicable laws or industry regulations regarding the sale of (a) tobacco products, or (b) prescription drugs and devices

5. Involve gambling, gaming and/or any other activity with an entry fee and a prize, including, but not limited to casino games, sports betting, horse or greyhound racing, lottery tickets, other ventures that facilitate gambling, games of skill (whether or not it is legally defined as a lottery) and sweepstakes unless the operator has obtained prior approval from MuseMinder and the operator and customers are located exclusively in jurisdictions where such activities are permitted by law.

Furthermore, you may not charge any fees related to the use of the MuseMinder service to your affiliate members, or other parties, or in any way, sublet or transfer the service without the express written permission of Clerestory Systems.

Violations of the acceptable use policy

We encourage you to report violations of this Acceptable Use Policy to MuseMinder immediately. If you have a question about whether a type of transaction may violate the Acceptable Use Policy, you can email MuseMinder's AUP Compliance Department at: info@museminder.com.

Updates, maintenance and other changes to service

We are continually striving to improve the service through software updates to the service, and related mobile apps. These updates may include bug fixes, feature enhancements or improvements, or entirely new versions of the Software. In some cases, such updates may be required to continue Your use of the service or to access all features of the service.

We reserve the right to perform periodic server maintenance that may disrupt service for short periods. We will generally give notice of prolonged service outages, or any maintenance activity that needs to be performed during business hours.