Course Participation Agreement

This Course Participation Agreement (“Agreement”) is by and between MusiCalming, LLC, a Massachusetts limited liability company (“Company,” “MusiCalming,” “we,” or “us”),

AND

The individual who enrolls in the Course (“Participant,” “you,” or “your”) (each a “Party”, collectively the “Parties”)

Effective Date:
This Course Agreement (“Agreement”) is effective as of the date you make payment for the Course or access the Course, whichever occurs first.

Recitals:
WHEREAS, MusiCalming offers access to various courses, programs, and associated materials (collectively, the “Courses”) through its website at: https://reginasweeney.com (“Website”);

WHEREAS, Participant wishes to enroll in one or more Courses offered by MusiCalming;

WHEREAS, this Agreement, along with MusiCalming’s Terms of Use at: https://reginasweeney.com/terms-conditions/ and Privacy Policy found at: https://reginasweeney.com/privacy-policy/ (collectively, the “Legal Terms”) govern Participant’s participation in the Courses;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Courses

Descriptions of the Courses are found on the Website. We try to make the course descriptions as accurate as possible. However, we do not warrant the descriptions of the Courses are accurate, complete, reliable, current, or error-free. We reserve the right, but not the obligation, to correct any errors, inaccuracies, or omissions regarding the course descriptions on the Site at any time and without prior notice.

By participating or logging into any of the Courses as a participant (“you”), you voluntarily join the Courses and agree to these additional Terms and Conditions (the “Course Participation Agreement”), which along with our https://reginasweeney.com/terms-conditions/ (incorporated herein by reference) and Privacy Policy https://reginasweeney.com/privacy-policy/ (collectively, “Our Legal Terms”) govern your participation in the Courses. In the event of a conflict between any of these policies and this Course Participation Agreement, this Course Participation Agreement shall govern. If you do not agree with these Terms and Conditions, do not participate in the Courses.

Video portions of the Courses may be live and pre-recorded. We reserve the right to restrict access to or modify the Courses at any time, including adding, replacing, or removing videos, modules and/or materials without liability to you.

2. Application Process

All Courses require an application process. Participants must apply and be accepted to the course before enrollment is confirmed. MusiCalming reserves the right to accept or reject any application at its sole discretion. Acceptance to the Course does not guarantee specific outcomes or results.

3. License

a)    Ownership of Intellectual Property

The Company is the sole owner, or authorized licensee, of all intellectual property and other rights in the Courses including associated materials and all components including any modifications thereto. Your payment and participation in these Courses grants you a limited, revocable, personal, non-exclusive, non-transferable license to use our Courses including associated materials for your own personal or internal business use. No right, title or interest shall pass to you in the Courses or any of the associated materials. All rights not expressly granted in these terms or any express license are reserved by us.

b)    Downloadable Materials

Your registration in the Course grants you a limited, revocable, personal, non-exclusive, non-transferable license to use our downloadable resources and materials (collectively, the “materials”) provided from time to time as part of the Courses for your own personal or internal business use. Your registration in the Courses allows you to download the materials, where available, on any single, stand-alone computing device, print out multiple copies, and fill in information as requested by the forms for your informational, personal or internal business use. Except as otherwise provided, you acknowledge and agree that you have no right to modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the downloadable materials. Where provided, you acknowledge and agree the copyright and trademark notices appearing on any of the downloadable materials shall not be altered or removed. All rights, title, and interest, including without limitation all intellectual property rights in the downloadable materials offered through the Courses remain the property of the Company or its licensors.

By downloading the materials, you acknowledge and agree that the downloadable materials may only be used by you for your personal or internal business use and may not be sold or redistributed without the express written consent of the Company. Your further acknowledge and agree that you shall not create any derivative work based upon the downloadable materials or offer any competing products or services based upon any information contained in the Courses. Unauthorized use of the materials is a violation of law and may give rise to damages and other legal action. 

You further acknowledge and agree you will use the materials solely for the purposes set forth in the Courses. The downloadable materials are for educational and informational purposes only and are not intended as, and shall not be understood or construed as legal, financial, tax, medical, health, or any other professional advice.  Nothing in the materials shall be construed as a recommendation or endorsement of any type of action undertaken by you including your action or non-action in reliance upon said information. 

c)    Restrictions on Use

Except as otherwise provided, you acknowledge and agree that you have no right to modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Courses in any manner.

By accessing or participating in the Courses, you agree that the Courses you access or participate in may only be used by you for your personal or internal business use and may not be sold or redistributed without our express written consent. You further agree that you shall not create any derivative works based upon the Courses and you shall not offer any competing products or services based upon the information contained in the Courses.

d)    Access to the Courses

Your payment for enrollment in the Courses grants you full access to instruction, applicable course materials, and related information. The specific details of what is included in your access can be found on the Website in the description of the Course you selected and purchased.
Upon payment and successful enrollment in the Course, we will provide information to you on how to access the Course you purchased. This information may include, without limitation, information regarding how to set up an account with an outside platform hosting content for an Course and/or an online link sent to the email you provided in your enrollment form prior to the beginning of the first session of the Course that provides real-time live access to the Course you purchased.

For online Courses requiring you to set up an account on an outside platform, this must be completed prior to the first session of the Course as outlined in the email instructions. Failure to do so may prevent your timely access to the Course, because we are unable to provide troubleshooting assistance during class time which could result in missing the first session. No refunds or credits will be issued for sessions missed due to failure to set up an account or failure to share required information with MusiCalming in advance of the first course session as instructed in the email sent to you regarding access to the Courses.

The information you provide to us is subject to our Privacy Policy. Please refer to our Privacy Policy to learn how we handle the information that we collect from you.

e)    Access Duration

Access to the Course materials will be provided for the duration of the course as specified in the course description. For courses that include subscriptions to third-party services (such as The Listening Program or Vital Neuro), access to these services will be provided for the duration specified in the course description (typically one year from the date of enrollment).

f)    Modification of Course Content

We reserve the right to restrict access to or modify the courses available at any time, including adding, replacing, or removing links and/or materials without liability to you.

g)    Termination of Access to the Courses

MusiCalming provides educational programming, and it is necessary that all participants be motivated and participatory. You acknowledge and understand the importance of MusiCalming maintaining a conducive learning environment for all participants. Participants have a responsibility to conduct themselves in a manner that is in the best interest of all persons associated with the Courses and MusiCalming.

The Company may, in its sole discretion, terminate or suspend your access to the Courses without prior notice or liability, for breaching this Agreement and/or any of these Terms and Conditions and/or Our Legal Terms or violating any of the rules of conduct detailed herein or on the Site, and for any reason whatsoever. You acknowledge and agree that termination, limitation of access and/or suspension will be made in our sole discretion and that we shall not be liable to you or any third party for the termination, limitation of access and/or suspension of your account.

All provisions of the Terms and Conditions which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability. 

4. Payment

1. Payment Terms

YOU REPRESENT AND WARRANT THAT YOU ARE EIGHTEEN (18) YEARS OF AGE OR OLDER AND HAVE THE LEGAL RIGHT TO USE ANY CREDIT CARD(S) OR OTHER PAYMENT METHOD(S) UTILIZED IN CONNECTION WITH ANY TRANSACTION.

Payment is due and payable when you register for the Courses. You may not access or participate in any Courses until full payment for the course selection you choose is processed. Payment is processed by Stripe as outlined in our Legal Terms. Stripe is a third-party service provider.

MusiCalming is not liable for payments made or processed through these third-party service providers. You acknowledge and agree that MusiCalming is not liable for any issues that may arise through your use of these third-party service providers including, but not limited to, whether payment is lost or not processed in a timely matter subjecting you to miss a session of a Course or whether the security of payment information is compromised.

• Deposits

A non-refundable deposit is required to hold your spot in the Course. The deposit amount will be specified at the time of registration. Deposits or in-full payments are due at the time of execution of this Agreement, at the sole determination of MusiCalming.

•  Automatic Payments

If MusiCalming chooses to offer a payment plan option, you authorize MusiCalming to automatically charge the credit card or payment method on file for subsequent payments according to the payment schedule. Subsequent payments will be automatically charged to a card on file with Stripe.

5. Cancellation/Refund/Credit Policy

a)  Purchases

All purchases of Courses are final, and MusiCalming does not offer any money-back guarantees. If you need to cancel your enrollment in a Course, please contact us by email at regina@reginasweeney.com to provide timely notice of cancellation.

b)   Cancellation by Participant

For notice of cancellation received at least four weeks (28 days) prior to the first day of the Course, you may choose to either transfer to a different course of the same value, receive a credit equal to the full amount you paid which can be applied toward the cost of a future course, or receive a refund of your payment for the Course, less a 10 percent processing fee which will be credited to your original form of payment.

For notice of cancellation received less than four weeks (28 days) but at least fourteen (14) calendar days prior to the first day of the Course, you will receive a credit equal to the full amount you paid which can be applied toward the cost of a future course or service offered by MusiCalming.

Notice of cancellation received within fourteen (14) calendar days of the start date of the Course will not be eligible for refund, transfer, or credit. You acknowledge and agree that if you cancel your enrollment within fourteen (14) calendar days of the start date of the Course, you shall not be entitled to receive a transfer, credit, or refund of the monies paid toward the Course.

c)   Missed Sessions

Participants who fail to attend any session of a multi-session Course will not be entitled to a make-up session, refund, or credit. All sessions must be attended as scheduled. Participants may take breaks or leave class sessions at their discretion. However, missed class time or breaks during a session cannot be made up or refunded.

d)   No Chargebacks

Since we have a clear and explicit policy regarding the eligibility for refunds which you are aware of and have agreed to prior to completing the purchase of the Courses, we do not tolerate or accept any chargeback threat or actual chargeback from your credit card company in contradiction of our policy. In the event a chargeback is placed, or we receive a chargeback threat after the Courses purchase in contradiction of our policy, we reserve the right to report the incident to all three credit reporting agencies or to any other entity for inclusion in any chargeback database or for listing as a delinquent account which could have a negative impact on your credit report score. The information reported will include your name, email address, order date, order amount, and billing address.

e)   Cancellation by MusiCalming

We reserve the right to cancel, restrict access to, or modify the courses available as Courses at any time, including adding, replacing, or removing links and/or materials without liability to you. If MusiCalming cancels a Course, except in cases of Force Majeure as outlined below, MusiCalming will make commercially reasonable efforts to notify you at the email address provided in your registration form for the Courses and will provide in its discretion an appropriate alternative or refund. If MusiCalming cancels a session of a multi-session Course, MusiCalming will use commercially reasonable efforts to promptly reschedule the session, except in cases of Force Majeure as outlined below.

f)   Instructor Absence

If MusiCalming is unable to perform time-sensitive services due to illness or personal emergency, and there is no replacement instructor available, the resolution will be to reschedule the dates. If the absence is permanent (e.g., due to death, long-term or permanent incapacity), a pro-rated refund would be offered. All costs of durable medical equipment (for the music protocols) and music subscriptions are non-refundable and non-returnable and would be subtracted out from the gross amount paid. The net would be the amount on which the pro-rated refund would be calculated.

6. Participant Acknowledgments

You acknowledge and agree that the Courses and the content provided herein, including, but not limited to, associated materials, videos, documents, presentations, live sessions, strategies, concepts, instructions, and discussions, are intended solely for registered participants. Except as otherwise authorized by this agreement or as required by law, you shall not distribute, share, reproduce, or disclose any course content to third parties. Unauthorized sharing or reproduction of content provided in the Courses may result in legal action including injunctive relief initiated by the Company or other third parties.

Participant agrees that it will:

• Be on time and prepared to attend and participate in each session of the Course. Proper preparation for the Courses includes timely following instructions provided by MusiCalming for accessing the Courses, including, but not limited to, setting up accounts with outside platforms in advance of the first course session or sharing your account information with MusiCalming to enable access.
• Acknowledge and agree to communicate honestly with MusiCalming, to fill out registration forms with accurate, truthful and complete information, to be open to feedback and assistance, and to create the time and energy to participate in the Courses.
• Acknowledge and agree to use best judgment and conduct due diligence before voluntarily enrolling in a Course to determine whether the Course is well-suited to you as such participation in the Course is at your sole discretion and risk.
• Abide by all terms and rules of conduct as outlined on our Website, in our Terms of Use, and in the Terms and Conditions of this Agreement.
• Acknowledge and understand that MusiCalming’s Courses are not licensed by the Massachusetts Department of Early Education and Care or any other state or federal agency.
• Understand that MusiCalming’s Services, including, without limitation, the Courses, do not substitute for professional medical, psychological, or therapeutic services.

MusiCalming’s Courses are not directed to participants who are under 18 years of age. You certify that you are at least 18 years of age. No minors will be permitted to participate in the Courses.

7. Disclaimer/No Guarantees

1. For Informational and Educational Purposes Only.

Any information provided in the Courses is for educational and informational purposes only. This information is not intended as, and shall not be understood as legal, financial, tax, medical, health, or any other professional advice. We are providing general educational information for your reference, not personalized information. Regardless of anything to the contrary, information available through the Courses should not be understood as a recommendation that you should not consult with a professional to address your particular legal, financial, tax, medical, health or other situation. Any Information provided in the Courses shall not to be perceived or relied upon in any way as medical, financial, or legal advice and is not intended to be a substitute for professional advice that can be provided by your own medical professional, lawyer, or financial advisor.

• Technology Disclaimer.

We try to ensure that the availability and delivery of our online Services including, without limitation, the Courses is uninterrupted and error-free. However, we cannot guarantee that your access will not be suspended or restricted from time to time, including allowing for repairs, maintenance or updates, although, of course, we will try to limit the frequency and duration of suspension or restriction. To the fullest extent permitted by law, we will be not be liable to you for damages or refunds, or for any other recourse, should our Website and online Services, including without limitation, the Courses become unavailable or access to the them becomes slow or incomplete due to any reason, such as system back-up procedures, internet traffic volume, upgrades, overload of requests to the servers, general network failures or delays, or any other cause which may from time to time make our Services and/or Website inaccessible to you.

•  No Warranties or Guarantees.

We warrant that we will use commercially reasonable efforts to provide the Courses in a timely and professional manner. Except for this express warranty, THE COMPANY MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE COURSES and specifically disclaims any implied warranties of title, merchantability, fitness for a particular purpose, and non-infringement to the fullest extent allowed by law. THE COURSES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH ALL FAULTS.

We will comply with applicable laws and regulations in providing the Courses and will not knowingly or intentionally infringe upon or violate any intellectual property rights or other proprietary rights of any third party. TO THE FULLEST EXTENT ALLOWED BY LAW, MUSICALMING MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED WITH RESPECT TO THE COURSES AND SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Without limiting the foregoing, we specifically make no warranty or guarantee of any outcome from participation in the Courses, including whether participation in the Courses will lead to your success or satisfaction. Your individual results may vary due to your efforts, situation, or any number of other factors.

Without limiting the foregoing, you acknowledge and agree that:

• We specifically make no warranty or guarantee that you will experience any specific outcome or level of satisfaction resulting from your participation in the Courses. Your individual results may vary due to your efforts, situation, or circumstances beyond our control.
• Although we use commercially reasonable efforts to provide high-quality educational experiences, we cannot guarantee a participant’s success or learning outcome due to a variety of factors beyond our control, including each participant’s unique skill set, experience, level of proficiency, or personal effort.
• No Medical or Therapeutic Advice.

You acknowledge and agree that the Company and its Services (including MusiCalming’s programming) cannot diagnose or treat any physical, mental, or emotional health issues. You will not use the Services in place of any form of diagnosis, treatment, or therapy, and will seek independent professional guidance by the requisite relevant professional for all such matters.

8. Live Sessions

Some Courses described on the Site may provide access to live sessions. The Company will make all commercially reasonable efforts to provide the live sessions as scheduled in the course description. However, the Company makes no warranties or guarantees the live sessions will always be accessible.

Participation in live sessions of the Courses will involve live chat and video functions via Meetn.com or other communication platforms (“Communication Platforms”). We will provide information regarding the Communication Platform we will use in the description of the Course. Communication Platforms are outside third-party service providers as designated in our Legal Terms. MusiCalming does not own, operate, or control these Communication Platforms and therefore disclaims any liability for your interactions with them including, but not limited to, liability for service interruptions, technical failures, or connectivity issues; audio or visual issues including, but not limited to, audio or visual distortions, delays, or malfunctions; security breaches or unauthorized access to the platforms; or the use and collection of your information and/or the privacy practices of these third-parties. We advise you to visit the terms of service and privacy practices of the third-party provider that will serve as the Communication Platform for the specific Course you are interested in before purchasing, participating in, or accessing the Course.

You understand that the Courses are conducted in a group setting where participants will be able to see and hear each other. By participating in the Courses, you acknowledge and consent to being visible and audible to other participants during the live sessions.

9. Media Release and Consent to Recording

a)   Media Release for Live Sessions

As a participant in the Courses, you understand that you will participate in live sessions on a Communication Platform and that such participation will involve your image being visible to, and/or your voice being heard by, other participants during the live session. You grant MusiCalming an irrevocable, non-exclusive, worldwide, right and license to use and share your voice, your image, your likeness, and the content of the session, including, without limitation, any verbal contributions and presentations in which you participate, for the educational purpose of conducting the live session of the Course.

b)   Consent to Recording

You understand and agree that MusiCalming may record the live sessions of the Courses. By participating in the Courses, you hereby grant MusiCalming permission to record, store, reproduce, edit, and distribute recordings of the live sessions that include your likeness, image, voice, name, and contributions. These recordings may be used for the following purposes:

• Allowing participants who missed a session to view the recording;
• Creating transcripts of the sessions;
• Instructional review and teacher training;
• Internal documentation and quality control;
• Creating derivative educational materials.

c)   Authorization to Display

You hereby authorize MusiCalming to display your name, image, and likeness in connection with the Courses, including but not limited to:

• Displaying your name and image during live sessions;
  • Including your name and image in recordings of the sessions;
  • Uploading recordings that include your name, image, and contributions to secure platforms for access by other course participants;
  • Displaying testimonials or feedback you provide about the course (with your prior written consent).

d)   Waiver and Release.

By participating in or accessing a live session, you hereby release, discharge, and agree to indemnify and hold harmless MusiCalming, and its agents from all claims, demands, and causes of action that may arise, due to, or in connection with the authorized use, live transmission, recording, and display of your likeness, voice, or presence during the live session. This includes, but is not limited to, any claims and liability arising from blurring, distortion, alteration, misrepresentation, optical illusion, use in composite or modified form, and/or any unintended or incidental visual or audio effects that may occur during the live session, whether intentional or otherwise.

If you do not agree to these terms and do not wish to be recorded, you may opt out by not participating in the live courses.

10. Use of Communication Services

1. The Communication Platforms used during the Courses may contain live chat or bulletin boards, forums and other means of communication which you may participate in to communicate with the course instructor or other participants in the Courses (“Communication Services”). You agree to use the Communication Services only to discuss, post, send, and receive messages and materials (“Contributions”) that are proper and related to the content and subjects of the Courses. As one of our Services, your use of the Communication Services to discuss, post, and send Contributions is subject to the Prohibited Uses section of the Legal Terms. Company shall have the sole discretion to determine what is inappropriate or not permitted in the Communication Services.

• You shall not provide, upload, or submit Contributions which include any of the following:
• Invasion of privacy/publicity, including content which reveals the personal information of a third party;
• Violence or physical abuse of any kind;
• Defamation, slander or libel;
• Illegal activities of any kind;
• Depictions of discrimination or discriminatory content;
• Fraudulent or misleading content (including tags, titles and descriptions);
• Pornographic, lewd or sexually explicit content;
• Content involving harassment, intimidation, threats and other inappropriate predatory behavior;
• Content which is intended to disgust or shock;
• Intellectual property or other proprietary content or rights belonging to third parties, including without limitation the use of any third-party likeness for which you have failed to obtain the requisite releases, clearances and authorizations.

c)    Responsibility for Contributions

If you participate in the Communication Services, you acknowledge and agree that all Contributions, including that available via the Communication Services, is the sole responsibility of the party from whom such Contributions originated. This means, you and not us, are entirely responsible for the Contributions that you upload, post, e-mail, transmit, or otherwise make available through the Communication Services (“Your Contributions”), including, without limitation, descriptions, texts, information, data, comments, photos, videos, images, trademarks, logos, brands or other materials you upload or post through the Services.

We do not assert any ownership over Contributions including Your Contributions. You retain full ownership of all of Your Contributions and any intellectual property rights or other proprietary rights associated with Your Contributions. We are not liable for any statements or representations in Your Contributions provided by you in any area of the Services, including without limitation, the Courses. You are solely responsible for Your Contributions and you expressly agree to exonerate and indemnify us from any and all responsibility including reimbursement for any and all losses, costs, and legal fees that we may incur from your breach of this section, any third party’s intellectual property rights, or applicable law. You further agree to refrain from any legal action against us regarding Your Contributions.

Unless noted in our Privacy Policy, we have no responsibility or liability for the deletion or accuracy of any Contributions including Your Contributions; the failure to store, transmit, or receive transmission of Contributions; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Services.

The views and opinions in Contributions are those of the individuals expressing such views and opinions, and do not reflect those of MusiCalming. We will not be responsible or liable to any third party for Contributions.

11. No Endorsements

The Courses may refer to educational resources that are not offered by us, including but not limited to products, services, printed materials, trainers, educators, professionals, and personnel. Any such reference is not intended as an endorsement or statement that the information provided by these resources or parties is accurate or reliable. The Company provides this information to you as a reference only. It is your responsibility to conduct your own investigation and make your own determination about any such products, services, printed materials, educators, trainers, and personnel. You acknowledge and agree that we will not be held liable for any losses, damages, or claims arising from, due to, or in connection with your reliance on a reference to an outside educational resource.

12. Outside Service Providers and Affiliates

MusiCalming may utilize third-party service providers to deliver certain aspects of the Courses. These may include, but are not limited to:

• Advanced Brain Technologies (The Listening Program)
• Vital Neuro
• Meetn.com
• Fathom.ai or Fireflies.ai for recording and transcription services
• PracticeBetter.io
• Stripe for payment processing
• UpCoach
• Heartbeat

Any information you provide as part of these interactions including, but not limited to, personal information such as your name, address, and email address may be collected and retained by these third-party service providers. Your registration and participation in the Courses subject you to their terms of use as well as their privacy policies. We are not responsible for the independent policies of these third-party service providers; you assume full responsibility for your voluntary choice to access the Courses through their websites and your disclosure of personal information to them.

13. Testimonials/Case Studies

The Company may provide case studies and testimonials from participants of the Courses regarding their experience with the Courses. The case studies provide information, and the testimonials are actual statements made by participants of the Courses and have been truthfully conveyed on the Site. Although the case studies and testimonials are truthful about the results or experiences of the participants referenced, the results or experiences of those participants are not necessarily typical. Results will vary. You acknowledge and agree that the case studies and testimonials are not a guarantee of results that you or anyone else will obtain by participating in the Courses. The views and opinions in the testimonials are those of the individuals expressing such views and opinions, and do not reflect those of the Company. We will not be responsible or liable to you or any third party for the testimonials or case study information provided through the Courses.

14. Waiver and Release of Claims

In consideration of your participation in the Courses, you, for yourself, heirs and assigns hereby knowingly and voluntarily release, waive, and forever discharge the Company, its subsidiaries, owners, officers, employees, staff, instructors, directors, principals, trainers, volunteers, and agents from any liability now or in the future, for any claims connected with, due to, or arising out of your participation in the Courses including to the fullest extent allowed by law, any such claims which allege negligent acts or omissions.

The Company does not make any representations or warranties about the accuracy, legal fitness, completeness or efficacy of the downloadable materials and will not be liable to you in regard to your use of them. You should consult an appropriate professional including but not limited to an information technology consultant, attorney, accountant, health care provider, or business advisor before relying on the information provided therein.

15. Limitation of Liability

YOU ACKNOWLEDGE AND AGREE THAT RELIANCE ON ANY INFORMATION PROVIDED THROUGH THE COURSES INCLUDING ASSOCIATED MATERIALS AND ALL COMPONENTS THEREOF IS SOLELY AT YOUR OWN DISCRETION AND RISK. YOU ACKNOWLEDGE AND AGREE TO NOT RELY ON INFORMATION PROVIDED BY THE COMPANY BUT WILL CONDUCT YOUR OWN DUE DILIGENCE AND USE YOUR OWN BEST JUDGMENT BEFORE TAKING ANY ACTION OR INACTION BASED ON THE INFORMATION PROVIDED.

The Company will not be liable to you for any type of direct, indirect, special, incidental, equitable, or consequential damages for any delays, loss, damage, injury, wasted time and for any other loss or damage of any kind, whether caused by negligence, breach of contract, or otherwise, as a result of your participation in any of the Courses. You hereby release the Company from any and all claims, including, without limitation, those related to the damage of computer equipment, personal injuries, accidents, misapplication of information, or any other loss, physical or mental disease, condition, or issue, or otherwise. YOU AGREE NOT TO FILE ANY LAWSUIT OR PROCEEDING INCONSISTENT WITH THE FOREGOING LIABILITY LIMITATIONS. IF ANY COURT DETERMINES THE LAW OF SUCH A JURISDICTION APPLIES, OUR LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

16. Indemnification

You, on behalf of yourself, your heirs and assigns, agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorney fees and expenses or accounting costs and fees made by any third party in connection with, due to, or arising out of: (1) use of the Courses; (2) breach of this Courses Agreement (3) any breach of your representations and warranties set forth in this Courses Agreement; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Courses with whom you connected via the Services. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it. 

17. Term

The term of this Agreement shall commence on the date you make payment for the Courses or access the Courses. The Agreement shall remain in effect until the Services for the Courses you purchased have been fully completed as per the Course description or until otherwise terminated in accordance with these terms.

For the avoidance of doubt, all provisions of these terms which by their nature should survive termination shall survive termination, including, without limitation, ownership of intellectual property, warranty disclaimers, indemnity, and limitations of liability.

18. Miscellaneous

Entire Agreement. This Courses Agreement incorporated as part of our Legal Terms supersedes any and all other agreements, either oral or written, between the Parties hereto with respect to the License granted hereunder and contains all the covenants and agreements between the Parties with respect thereto. Each party to this Courses Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, that are not embodied herein, and that no other agreement, statement, or promise not contained in this agreement shall be valid or binding. Any modification of this Courses Agreement will be effective only if it is in writing signed by the party to be charged.

Jurisdiction and Choice of Law. You agree that the laws of the Commonwealth of Massachusetts in the United States of America, without regard to principles of conflict of laws, will govern this Courses Agreement and any dispute of any sort that might arise between you and Company or its associates regarding the Courses. You consent and agree that, without regard to principles of conflict of laws, all legal proceedings relating to the subject matter of this agreement shall be adjudicated within courts sitting within Massachusetts and that jurisdiction and venue shall be exclusively within these courts, except that, to the extent that you have in any manner violated or threatened to violate Company intellectual property rights, Company may seek injunctive relief or other appropriate relief in any state or federal court in the United States of America.

Force Majeure. We will not be liable or responsible for any failure to perform or for any delay in performance of any of our obligations under this Agreement that is caused by events outside our reasonable control (“Force Majeure Event”).

A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following: an Act of God; natural disaster; act of war, terrorism, riot or invasion; the declaration of a State or Federal State of Emergency in the Commonwealth of Massachusetts; the issuance of an Executive, Judicial, or Legislative Order or Advisory, act or legislation which directly affects our ability to operate or perform under this agreement, including quarantines or other acts or actions related to a pandemic; strikes, lock-outs or other industrial action; fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster; impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport; and impossibility of the use of public or private telecommunications networks.

Our performance obligations for Courses under this Agreement are deemed to be suspended for the period that the Force Majeure Event continues. We will use commercially reasonable efforts to reschedule the Courses once the Force Majeure Event is resolved or provide a refund upon our sole discretion.

Partial Invalidity. If any provision in this Courses Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.

No Relationship. This Agreement does not constitute a partnership agreement, nor does it create a joint venture or agency relationship between the parties. 

No Waiver. No consent or waiver, express or implied, by any party to any breach or default by any other party in the performance by such other party of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance of obligations hereunder by such other party hereunder.  Failure on the part of any party to complain of any act or failure to act of any other party or to declare any other party in default, irrespective of how long such failure continues, shall not constitute a waiver by such first party of any of its rights hereunder.

Headings and Interpretation. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Courses Agreement. Whenever the words “include,” “includes,”or “including,” are used in this Courses Agreement, they shall be deemed to be followed by the words “without limitation.”

Acceptance of Terms. By enrolling in the Course, making payment for the Course, or accessing the Course, you acknowledge that you have read, understood, and agree to be bound by the terms and conditions of this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

MusiCalming, LLC

By: M. Regina Sweeney

Participant

By: ______________________________
[Participant Name]