Terms of Service

These Terms of Service (the “Terms”) are an agreement between Muzinity LLC, a Nevada limited liability company (“Muzinity,” “we,” “us”), and the music school or studio that subscribes to the Muzinity platform. Please read them; they include disclaimers of warranties, a limitation of liability, and other provisions that affect your legal rights.

1. Who is agreeing to what

The Muzinity subscription belongs to a School (a music school or studio). The person who creates the School’s account, the studio owner, accepts these Terms on the School’s behalf and confirms they have authority to do so. The agreement is between Muzinity and the School.

Teachers, students, and parents (“Authorized Users”) do not have their own subscription agreement with Muzinity: they access the platform under the School’s agreement, through accounts the School creates or invites. Each Authorized User accepts these Terms at their first sign-in (and again after any material update), and we record which version was accepted and when. For a student under 13 whose account requires parental consent, the parent accepts these Terms on the student’s behalf, whether or not the student has their own sign-in; a student under 13 is not asked to accept them. A student aged 13 to 17 accepts these Terms for themselves, and the School remains responsible for that student’s use. By accepting, an Authorized User agrees to use the platform as these Terms describe (in particular Sections 5 and 6), and the School remains responsible to Muzinity for its Authorized Users’ use. An Authorized User who does not accept these Terms cannot use the platform; they may ask their School to remove their account.

2. Definitions

• “School” (or “Studio”): the music school or studio that holds the Muzinity subscription. Each School’s data is kept separate from every other School’s.
• “Authorized Users”: the people the School enrolls or invites: studio owners, administrators, teachers, students, and parents.
• “Customer Content”: content the School and its Authorized Users create or upload in Muzinity, including lesson notes, journals, practice records, messages, announcements, and uploaded teaching materials.
• “Order”: the plan, billing cycle, and any extras the School selects in the application.

3. The service

Muzinity provides music-school management software: scheduling, practice journals, progress tracking and rewards, messaging and announcements, teaching-material libraries, public trial-lesson booking, and related tools. Features vary by plan, and some features (for example, optional assistant features) may be disabled by default or unavailable in some configurations.

4. The School’s responsibilities

The School is responsible for how Muzinity is used within its studio. In particular, the School agrees to:

• Accurately identify students under 13. Muzinity’s parental-consent process for young students only works if the School flags under-13 students when creating their accounts. The School must flag every student it knows or believes to be under 13 so that the process described in the Children’s Privacy Notice is triggered, and must provide accurate parent contact information for those students.
• Have the rights and consents it needs. The School is responsible for its own legal compliance toward its members: entering people’s information lawfully, obtaining any consents or providing any notices its own relationship with families requires, and using Muzinity consistently with its own policies.
• Manage its accounts. The School controls which Authorized Users it creates, their roles, and their access, and is responsible for deactivating access when appropriate. Account credentials must not be shared.
• Keep its information accurate, including billing contact details.

5. Acceptable use

You (the School and every Authorized User) agree not to:

• access or attempt to access another School’s data, or probe, bypass, or test the platform’s security or access controls without our written permission;
• upload or share content that is unlawful, infringing, or harmful, or use the platform to harass, exploit, or harm anyone, including students;
• upload teaching materials or other content you do not have the right to use;
• introduce malware, interfere with the platform’s operation, or place unreasonable load on it;
• scrape, resell, sublicense, or provide the service to third parties outside your School; or
• use the platform to build a competing product, or reverse engineer it except where the law permits this notwithstanding a contract term.

We may investigate suspected violations and may remove content or suspend access where reasonably necessary to protect the platform, other customers, or students.

6. Customer Content

The School owns its Customer Content. As between the School and Muzinity, the School and its Authorized Users retain all rights, title, and interest in Customer Content. Muzinity claims no ownership of it.

The School, and each Authorized User as to Customer Content that user authors, grants Muzinity a limited, non-exclusive, worldwide, royalty-free license, sublicensable to our service providers solely for the purposes stated in this Section, to host, store, copy, process, transmit, display, and back up Customer Content solely as needed to provide, secure, and support the service, and as otherwise described in our Privacy Policy. This license ends when the content is permanently deleted from the platform following the retention periods described in the Privacy Policy, except for the bounded, access-controlled retention (such as audit records and legal holds) described there.

If a feature ever lets a user choose to share content beyond their own School (for example, publishing to a library other Schools can see), sharing through that feature additionally grants Muzinity the license needed to display and distribute that content to the audience the user selected. Sharing beyond your own School will always be an explicit, opt-in choice made at the moment of sharing; nothing is shared across Schools by default.

The School is responsible for its Customer Content, including having the rights needed to upload it and share it within the School.

7. Copyright complaints (DMCA)

We respect intellectual-property rights and expect users to do the same. If you believe content hosted on Muzinity infringes your copyright, send a notice containing the information required by 17 U.S.C. 512(c)(3) (identification of the work, the infringing material and its location, your contact information, the required good-faith and accuracy statements, and your physical or electronic signature) to legal@muzinity.com. We will respond as the DMCA provides, which may include removing or disabling access to the material and, for repeat infringers, terminating accounts. If your content is removed and you believe that was a mistake, you may send a counter-notice to the same address.

8. Third-party services

Muzinity is built on third-party service providers (for example, payment processing by Stripe); they are described in our Privacy Policy. Where a third party’s own terms necessarily apply to you (for example, Stripe’s consumer terms when you enter a card), those terms are between you and that provider. We are not responsible for third-party services we do not control, but we remain responsible for our own obligations under these Terms.

9. Trials, subscriptions, and billing

• Free trial. New Schools start with a free trial, currently 30 days by default. No payment card is required to start a trial. We may adjust trial length for future signups, and may extend an individual School’s trial.
• Plans and pricing. Paid subscriptions are offered in plan tiers with monthly or annual billing, plus optional extras (such as additional teacher seats and storage). Current pricing is shown in the application and on our website. All amounts are in US dollars, and prices do not include any applicable taxes or fees, which are the School’s responsibility.
• Renewal. Subscriptions renew automatically at the end of each billing period at the then-current rate for your plan, until canceled. We will email the studio owner a reminder between 3 and 14 days before a free trial converts to a paid subscription, and between 15 and 45 days before each annual renewal, in each case stating the renewal date, the amount, and how to cancel.
• Cancellation. The School may cancel at any time in the application. Cancellation takes effect at the end of the current billing period: you keep access through the period you have paid for, and you are not charged again. Except where the law requires otherwise, payments already made are non-refundable, and unused referral credit is forfeited on cancellation.
• Price changes. If we change the price of your plan or extras, we will notify your studio owner at least 30 days before the change takes effect, and your current price is honored until your current billing period ends; the new price applies from your next renewal on or after the effective date. Price-change notices are sent to studio owners only, as a transactional notice.
• Referral credits. Subscription credit earned through the Muzinity Referral Program is governed by the Muzinity Referral Program Terms, which are part of this agreement. They are available to studio owners in the app under Billing & Membership, and a current copy is available to anyone on request from legal@muzinity.com.
• Payment collection status. Payment collection may not yet be enabled on the platform; until it is, no charges are made and trial or subscription states do not result in billing. All other provisions of this Section apply once payment collection is enabled.
• Non-payment. When payments are enabled, if an invoice goes unpaid we may, after notice and a reasonable opportunity to cure, suspend the School’s access until the balance is resolved.

10. Suspension and termination

• By the School. The School may stop using Muzinity at any time and may cancel its subscription as described in Section 9. There is currently no self-service “close my school” button that erases an entire School at once: to close a School account entirely, contact us at privacy@muzinity.com and we will carry it out. Individual people can leave a School or delete their own account in their settings, as described in the Privacy Policy.
• By Muzinity. We may suspend or terminate access for material breach of these Terms (including non-payment or violations of Section 5), where required by law, or where continued provision would create genuine risk to the platform, other customers, or students. Where practicable we will give notice and an opportunity to cure before terminating.
• Effect of termination. Upon termination, the School’s access ends. We handle personal information and Customer Content after termination as described in the Privacy Policy, including its deletion timelines, bounded evidence retention, and the 30-day erasure safety window. School administrators can export the School’s audit records in the application at any time. For a fuller export of other School data, ask us before or promptly after termination and we will cooperate in good faith.
• Survival. Sections that by their nature should survive (including Sections 6 (license wind-down and retention), 7, 9 (as to amounts unpaid), and 11 through 17, including Section 12A) survive termination.

11. Privacy and children

Our handling of personal information is described in the Privacy Policy, and our handling of students under 13, including the required parental-consent process, is described in the Children’s Privacy Notice. Both are part of this agreement.

12. Disclaimers

We work hard to keep Muzinity reliable and accurate, and we describe planned maintenance and known issues where we can. That said:

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, MUZINITY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. MUZINITY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT DATA WILL NEVER BE LOST. SCHOOLS SHOULD MAINTAIN THEIR OWN COPIES OF MATERIALS THEY CANNOT AFFORD TO LOSE.

12A. Muzinity does not vet Schools or users

Muzinity is management software. It is not a party to the relationship between a School and its teachers, students, or families, and it does not supervise that relationship.

• We do not screen, vet, interview, or background-check Schools, studio owners, teachers, or any other Authorized User, and we make no representation about any person’s qualifications, character, or fitness to work with children.
• The School is solely responsible for hiring and supervising its staff; for any screening or background checks it chooses to perform or is required to perform; for mandatory-reporting and other obligations that apply to adults working with minors; and for complying with the laws that govern its instruction.
• Muzinity is not responsible for the conduct of any user, online or offline. Lessons and other interactions between Schools, teachers, students, and families occur outside our control.
• We do not monitor communications, content, or conduct on the platform in the ordinary course, and we have no obligation to do so. The audit records described in the Privacy Policy and Children’s Privacy Notice exist so that a School can hold its own people accountable; they are not a monitoring, moderation, or supervision service provided by Muzinity, and we do not review them.

To the maximum extent permitted by law, you release Muzinity from claims arising out of the acts or omissions of other users, including disputes between a School and its members. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

13. Limitation of liability

The following limits cap what either side can recover if something goes wrong; they are a standard part of business software agreements.

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUES, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY; AND (B) EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE AMOUNTS PAID BY THE SCHOOL TO MUZINITY FOR THE SERVICE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY (OR, IF THAT AMOUNT IS ZERO, THE GREATER OF ONE HUNDRED US DOLLARS ($100) OR ONE MONTH’S SUBSCRIPTION FEES AT THE THEN-CURRENT LIST PRICE FOR THE SCHOOL’S PLAN).

THE LIMITS IN THIS SECTION DO NOT APPLY TO: EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 14; THE SCHOOL’S OR ITS AUTHORIZED USERS’ BREACH OF SECTION 5 (ACCEPTABLE USE); THE SCHOOL’S PAYMENT OBLIGATIONS; OR LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW (SUCH AS LIABILITY FOR FRAUD OR WILLFUL MISCONDUCT).

Some jurisdictions do not allow certain limitations, so parts of this Section may not apply to you; in that case liability is limited to the greatest extent the law allows.

14. Indemnification

• By the School. The School will defend and indemnify Muzinity against third-party claims arising from the School’s Customer Content, the School’s violation of law (including failing to flag an under-13 student or providing inaccurate parent contact information), or the School’s or its Authorized Users’ breach of these Terms.
• By Muzinity. Muzinity will defend and indemnify the School against third-party claims that the Muzinity platform itself (excluding Customer Content and third-party services) infringes that third party’s US intellectual-property rights. If such a claim arises, we may modify the service, procure the needed rights, or, if neither is commercially reasonable, terminate the affected service and refund prepaid unused fees.
• Process. The indemnified party must give prompt notice, allow the indemnifying party to control the defense (without settling in a way that admits fault for the indemnified party without consent), and reasonably cooperate.

15. Governing law and disputes

These Terms are governed by the laws of the State of Nevada, without regard to its conflict-of-laws rules. Before filing any claim, the parties agree to try in good faith to resolve the dispute informally by contacting each other (for Muzinity: legal@muzinity.com) and allowing 30 days for resolution. Disputes not resolved informally may be brought in the state or federal courts located in Nevada, and both parties consent to the jurisdiction and venue of those courts. This consent is non-exclusive: either party may instead bring an action in any other court of competent jurisdiction.

Individual disputes only. To the maximum extent permitted by law, disputes will be resolved on an individual basis: neither party may bring or participate in a class, collective, consolidated, or representative action against the other, and to the maximum extent permitted by law each party waives its right to a trial by jury. If the law of your jurisdiction does not permit one of these waivers, that waiver does not apply to you.

Nothing in this Section limits either party’s right to seek injunctive relief to protect its data, security, or intellectual property.

16. Changes to these Terms

We may update these Terms as the product and the law evolve. If a change is material, we will give studio owners at least 30 days’ advance notice by email or prominent in-app notice before it takes effect. Authorized Users are asked to accept material changes at their next sign-in, as described in Section 1. For the School, continued use of the service after the effective date, or the studio owner’s acceptance of the updated Terms, constitutes acceptance; if the School does not agree, it may cancel under Section 9 before the change takes effect. The “last updated” date at the top reflects the current version.

17. Miscellaneous

• Entire agreement. These Terms, together with the Privacy Policy, the Children’s Privacy Notice, the Muzinity Referral Program Terms (see Section 9), and any booking terms a School publishes for its own trial-lesson bookings (which bind the booking party and that School; Muzinity is not a party to a School’s booking terms), are the entire agreement between the School and Muzinity about the service, and supersede prior discussions. If these Terms conflict with an incorporated document, these Terms control, except that the Children’s Privacy Notice controls for children under 13.
• Assignment. The School may not assign this agreement without our consent, except to a successor of its business (tell us when that happens). We may assign it in connection with a merger, acquisition, or sale of assets, subject to the Privacy Policy’s commitments.
• Severability. If a provision is found unenforceable, the rest remain in effect, and the provision is enforced to the maximum extent permitted.
• No waiver. Not enforcing a provision is not a waiver of it.
• Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control.
• Feedback. If you send us suggestions, ideas, or other feedback about the service, we may use it without restriction or compensation; this does not transfer ownership of your Customer Content.
• Export and sanctions. You represent that you are not located in a country or region subject to a comprehensive United States embargo, that you are not on any United States government restricted-party list, and that you will not use the service in violation of United States export-control or sanctions laws.
• Independent parties. The parties are independent contractors; these Terms create no partnership, agency, or employment relationship.
• Notices. We send notices to the School’s studio owner by email or in-app notice. Legal notices to Muzinity go to legal@muzinity.com.

Contact

Questions about these Terms: legal@muzinity.com. General and privacy questions: privacy@muzinity.com.