Terms of Service
Effective June 22, 2022
These Modern Musician Terms of Service (“Agreement”) is entered into by and between Modern Musician LLC (“Modern Musician”) and the entity or person placing an Order for or accessing the Services (“Customer” or “you”).
This Agreement consists of the terms and conditions set forth below and any Orders. Certain capitalized terms are defined in Section 19 (Definitions) and others are defined contextually in this Agreement. If you are accessing or using the Services on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company, and all references to “you” reference your company.
The “Effective Date” of this Agreement is the date which is the earlier of (a) Customer’s initial access to the Services through any online provisioning, registration or order process or (b) the effective date of the first Order. Modern Musician may modify this Agreement from time to time as permitted in Section 17 (Modifications to Agreement).
By indicating your acceptance of this Agreement or accessing or using the Services, you are agreeing to be bound by the terms and conditions of this Agreement. Each party expressly agrees that this Agreement is legally binding upon it.
1. Overview. Modern Musician provides Services that help customers integrate, manage and control their data as described below. Services also include courses, coaching & mentorship programs. Customer’s Order will identify the Services it may use.
v Connections. Connections acts as a central hub, allowing Customer to collect Customer Data from sources (“Sources”) and send it to destinations (“Destinations”) for Customer’s further use. Sources and Destinations are described in the Documentation and may include Customer’s own websites, apps or properties or its accounts with third-party services. As described in the Documentation, Customer selects its Sources and Destinations and the Customer Data it wishes to exchange between its Sources and Destinations.
v Additional Services. Modern Musician offers additional Services and optional features that may be used with Connections. These Services and features are subject to this Agreement and, if specified in an Order, Supplemental Terms.
2. Use of Services.
2.1. Permitted Use. During the Subscription Term, Customer may access and use the Services only for its internal business purposes in accordance with the Documentation and this Agreement, including any usage limits in an Order. This includes the right to copy and use Modern Musician Code to enable Sources and Destinations as described in the Documentation.
2.2. Users. Only Users may access or use the Services. Each User must keep its login credentials confidential and not share them with anyone else. Customer is responsible for its Users’ compliance with this Agreement and actions taken through their accounts (excluding misuse of accounts directly caused by Modern Musician’s breach of this Agreement). Customer will promptly notify Modern Musician if it becomes aware of any compromise of its User login credentials.
2.3. Restrictions. Customer will not (and will not permit anyone else to) do any of the following: (a) provide access to, distribute, sell or sublicense the Services to a third party, (b) use the Services on behalf of, or to provide any product or service to, third parties (but this does not prohibit Customer’s use of the Services with its Sources and Destinations as permitted in this Agreement), (c) use the Services to develop a similar or competing product or service, (d) reverse engineer, decompile, disassemble or seek to access the source code or non-public APIs to the Services, except to the extent expressly permitted by Law (and then only with prior notice to Modern Musician), (e) modify or create derivative works of the Services or copy any element of the Services (other than authorized copies of the Modern Musician Code), (f) remove or obscure any proprietary notices in the Services, (g) publish benchmarks or performance information about the Services or (h) use the Services in violation of the AUP.
3. Sources and Destinations. Customer is responsible for selecting and configuring its Sources and Destinations, for any other third-party products it chooses to use with the Services and for any exchange of Customer Data it enables through the Services. Notwithstanding anything to the contrary, Modern Musician is not responsible for any Sources, Destinations or other third-party products used by Customer with the Services, their code or technology, or how the providers use or protect Customer Data. Customer’s use of any third-party Sources, Destinations or other products is subject to its separate agreement with the provider.
4. Customer Data.
4.1. Data Use. Customer grants Modern Musician the non-exclusive, worldwide right to use, copy, store, transmit, display, modify and create derivative works of Customer Data, but only as necessary to provide the Services and any related Modern Musician services and support to Customer under this Agreement. This includes exchanging Customer Data between Customer’s Sources and Destinations as configured by Customer through the Services.
4.2. Security. Modern Musician uses reasonable technical and organizational measures designed to protect the Services and Customer Data.
4.3. Personal Data. Each party agrees to comply with the DPA.
4.4. Data Export. During the Subscription Term, Customer may export its Customer Data from the Services as described in the Documentation.
5. Customer Obligations.
5.1. Obligations. Customer is responsible for its Customer Data, including its content and accuracy, and agrees to comply with Laws and the AUP in using the Services. Customer represents and warrants that it has made all disclosures and has all rights, consents and permissions necessary to use its Customer Data with the Services and grant Modern Musician the rights in Section 4.1 (Data Use), all without violating or infringing Laws, third-party rights (including intellectual property, publicity or privacy rights) or any terms or privacy policies that apply to Customer’s Sources, Destinations, or Customer Data.
5.2. Prohibited Uses. Customer must not use the Services with Prohibited Data or for High Risk Activities. Customer acknowledges that the Services are not intended to meet any legal obligations for these uses, including HIPAA requirements, and that Modern Musician is not a Business Associate as defined under HIPAA. Notwithstanding anything else in this Agreement, Modern Musician has no liability for Prohibited Data or use of the Services for High Risk Activities. These obligations apply regardless of any Modern Musician features that help Customer identify or block Prohibited Data.
6. Suspension of Services. Modern Musician may suspend Customer’s access to the Services and related services if Customer breaches Section 2 (Use of Services) or Section 5 (Customer Obligations), if Customer’s account is 30 days or more overdue, to prevent harm to other customers or third parties or to preserve the security, availability or integrity of the Services. Where practicable, Modern Musician will use reasonable efforts to provide Customer with prior notice of the suspension (email sufficing). Once the issue requiring suspension is resolved, Modern Musician will promptly restore Customer’s access to the Services in accordance with this Agreement.
7. Commercial Terms.
7.1. Subscription Term. Unless the Order provides otherwise, each Subscription Term will renew for successive 1-month periods (“Renewal Terms”) unless either party gives the other party notice of non-renewal at least 7 days before the current Subscription Term ends.
7.2. Fees. Fees are as described in each Order and, unless the Order provides otherwise, invoices are due on the invoice date. Modern Musician reserves the right to increase the rates specified in the Order for Renewal Terms. Late payments are subject to a service charge of 1.5% per month or the maximum amount allowed by Law, whichever is less. All fees and expenses are non-refundable except as set out in Section 9.2 (Termination) or Section 17.1 (Modifications to Agreement).
7.3. Taxes. Modern Musician’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, including value-added, sales, use or withholding taxes in any jurisdiction (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its Orders, other than taxes assessable against Modern Musician based on Modern Musician’s net income, property and employees. If any deduction or withholding is required by Law, Customer will notify Modern Musician and pay Modern Musician any additional amounts necessary to ensure that the net amount that Modern Musician receives, after any deduction and withholding, equals the amount Modern Musician would have received if no deduction or withholding had been required.
7.4. Affiliate Orders. An Affiliate of Customer may enter its own Order(s) as mutually agreed with Modern Musician. This creates a separate agreement between the Affiliate and Modern Musician incorporating this Agreement with the Affiliate treated as “Customer”. Neither Customer nor any Customer Affiliate has any rights under each other’s agreement with Modern Musician, and breach or termination of any such agreement is not breach or termination under any other.
8. Disclaimers. The Services and all related Modern Musician services and support are provided “AS IS”. Modern Musician and its suppliers make no other warranties, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular purpose, title or noninfringement. Modern Musician does not warrant that Customer’s use of the Services will be uninterrupted or error-free, that Modern Musician will review Customer Data for accuracy or that it will maintain Customer Data without loss. Modern Musician is not liable for delays, failures or problems inherent in use of the Internet and electronic communications or other systems outside Modern Musician’s control. Customer may have other statutory rights, but any statutorily required warranties will be limited to the shortest legally permitted period.
9. Term and Termination.
9.1. Term. This Agreement starts on the Effective Date and continues until expiration or termination of all Subscription Terms.
9.2. Termination. Either party may terminate this Agreement (including all Orders) if the other party (a) fails to cure a material breach of this Agreement (including a failure to pay fees or comply with usage limits or Section 2.3 (Restrictions)) within 30 days after notice, (b) ceases operation without a successor or (c) seeks protection under a bankruptcy, receivership, trust deed, creditors’ arrangement, composition or comparable proceeding, or if such a proceeding is instituted against that party and not dismissed within 60 days. Additionally, Modern Musician may terminate this Agreement for any reason or no reason upon notice to Customer, but in such case Customer will be entitled to a refund of any pre-paid unused fees for the terminated portion of the Subscription Term.
9.3. Effect of Termination. Upon expiration or termination of this Agreement or an Order, Customer’s access to the Services (including Customer Data in the Services) and any related Modern Musician services or support will cease. At the disclosing party’s request upon expiration or termination of this Agreement, the receiving party will delete all of the disclosing party’s Confidential Information, including Customer Data, which Modern Musician will delete within 60 days after Customer’s request. Customer Data and other Confidential Information may be retained in the receiving party’s standard backups after deletion but will remain subject to this Agreement’s confidentiality restrictions.
9.4. Survival. These Sections survive expiration or termination of this Agreement: 2.3 (Restrictions), disclaimers in 3 (Sources and Destinations), 5 (Customer Obligations), 7.2 (Fees), 7.3 (Taxes), 8 (Disclaimers), 9.3 (Effect of Termination), 9.4 (Survival), 10 (Ownership), 11 (Limitations of Liability), 12 (Indemnification), 13 (Confidentiality), 14 (Required Disclosures), disclaimers in 15 (Free & Beta Services), 18 (General Terms) and 19 (Definitions). Except where an exclusive remedy is provided, exercising a remedy under this Agreement, including termination, does not limit other remedies a party may have.
10. Ownership. Neither party grants the other any rights or licenses not expressly set out in this Agreement. Except for Modern Musician’s use rights in this Agreement, between the parties Customer retains all intellectual property and other rights in Customer Data provided to Modern Musician. Except for Customer’s use rights in this Agreement, Modern Musician and its licensors retain all intellectual property and other rights in the Services and related Modern Musician technology, templates, formats and dashboards, including any modifications or improvements to these items made by Modern Musician. Modern Musician may generate Usage Data and use it to operate, improve and support the Services and for other lawful business practices, such as analytics, benchmarking and reports. If Customer provides Modern Musician with feedback or suggestions regarding the Service or other Modern Musician offerings, Modern Musician may use the feedback or suggestions without restriction or obligation.
11. Limitations of Liability.
11.1. Consequential Damages Waiver. Except for Excluded Claims, neither party (nor its suppliers) will have any liability arising out of or related to this Agreement for any loss of use, lost data, lost profits, failure of security mechanisms, interruption of business or any indirect, special, incidental, reliance or consequential damages of any kind, even if informed of their possibility in advance.
11.2. Liability Cap. Modern Musician’s (and its suppliers’) entire liability arising out of or related to this Agreement will not exceed in aggregate the amounts paid or payable by Customer to Modern Musician during the prior 12 months under this Agreement.
11.3. Excluded Claims. “Excluded Claims” means: (a) Customer’s breach of Sections 2.3 (Restrictions) or 5 (Customer Obligations), or (b) amounts payable to third parties under Customer’s obligations in Section 12 (Indemnification).
11.4. Nature of Claims and Failure of Essential Purpose. The waivers and limitations in this Section 11 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy in this Agreement fails of its essential purpose.
12.1. Indemnification by Customer. Customer will defend Modern Musician from and against any third-party claim to the extent resulting from Customer Data or Customer’s breach or alleged breach of Section 5 (Customer Obligations), and will indemnify and hold harmless Modern Musician against any damages or costs awarded against Modern Musician (including reasonable attorneys’ fees) or agreed in settlement by Customer resulting from the claim.
12.2. Procedures. Customer’s obligations in this Section 12 are subject to receiving (a) prompt notice of the claim, (b) the exclusive right to control and direct the investigation, defense and settlement of the claim and (c) all reasonably necessary cooperation of Modern Musician, at the Customer’s expense for reasonable out-of-pocket costs. Customer may not settle any claim without Modern Musician’s prior consent if settlement would require the Modern Musician to admit fault or take or refrain from taking any action. Modern Musician may participate in a claim with its own counsel at its own expense.
13.1. Definition. “Confidential Information” means information disclosed to the receiving party under this Agreement that is designated by the disclosing party as proprietary or confidential or that should be reasonably understood to be proprietary or confidential due to its nature and the circumstances of its disclosure. Modern Musician’s Confidential Information includes the terms and conditions of this Agreement and any technical or performance information about the Services. Customer’s Confidential Information includes Customer Data.
13.2. Obligations. As the receiving party, each party will (a) hold Confidential Information in confidence and not disclose it to third parties except as permitted in this Agreement, including Section 4.1 (Data Use), and (b) only use Confidential Information to fulfill its obligations and exercise its rights in this Agreement. The receiving party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know (including, for Modern Musician, the subcontractors referenced in Section 18.9), provided it remains responsible for their compliance with this Section 13 and they are bound to confidentiality obligations no less protective than this Section 13.
13.3. Exclusions. These confidentiality obligations do not apply to information that the receiving party can document (a) is or becomes public knowledge through no fault of the receiving party, (b) it rightfully knew or possessed prior to receipt under this Agreement, (c) it rightfully received from a third party without breach of confidentiality obligations or (d) it independently developed without using the disclosing party’s Confidential Information.
13.4. Remedies. Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Each party may seek appropriate equitable relief, in addition to other available remedies, for breach or threatened breach of this Section 13.
14. Required Disclosures. Nothing in this Agreement prohibits either party from making disclosures, including of Customer Data and other Confidential Information, if required by Law, subpoena or court order, provided (if permitted by Law) it notifies the other party in advance and cooperates in any effort to obtain confidential treatment.
15. Free & Beta Services. This Section applies to Modern Musician’s Free plans and any other free, trial, alpha or beta access to the Services or Service features (“Free & Beta Services”). Free StreetTeam plans are subject to the usage limits at https://streetteam.me/pricing. All other free plans are subject to the usage limits in applicable order details. Any other Free & Beta Services are provided solely for Customer’s internal evaluation during the period designated by Modern Musician (or if not designated, 14 days) and may be subject to additional terms agreed by the parties. Modern Musician will identify Free & Beta Services prior to Customer’s use. Free & Beta Services are optional to use and Modern Musician may suspend or terminate Free & Beta Services at any time for any reason. Free & Beta Services may be inoperable, incomplete or include features that Modern Musician may never release, and their features and performance information are Modern Musician’s Confidential Information. Notwithstanding anything else in this Agreement, Modern Musician’s aggregate liability for Free & Beta Services will not exceed US$50.
16. Publicity. Neither party may publicly announce this Agreement except with the other party’s prior consent or as required by Laws. However, Modern Musician may include Customer and its trademarks in Modern Musician’s customer lists and promotional materials but will cease further use at Customer’s written request.
17. Modifications to Agreement.
17.1. Modifications to Agreement. Modern Musician may modify this Agreement from time to time with notice to Customer. Modifications take effect at Customer’s next Subscription Term or Order unless Modern Musician indicates an earlier effective date. If Modern Musician requires modifications with an earlier effective date and Customer objects, then at Modern Musician’s option, either (a) modifications become effective on Customer’s next Subscription Term or Order or (b) Customer may terminate this Agreement with notice to Modern Musician, in which case Modern Musician will provide Customer a refund of any pre-paid Services fees for the terminated portion of the current Subscription Term (as its exclusive remedy). To exercise this right, Customer must notify Modern Musician of its objections within 30 days after Modern Musician’s notice of the modified Agreement. Once the modified Agreement takes effect Customer’s continued use of the Services constitutes its acceptance of the modifications. Modern Musician may require Customer to click to accept the modified Agreement.
17.2. Modifications to Supplemental Terms and Policies. Policies are not subject to Section 17.1 (Modifications to Agreement). With notice to Customer, Modern Musician may relocate or change the Supplemental Terms and Policies to reflect new features or changing practices, but the modifications will not materially reduce Customer’s rights or Modern Musician’s overall obligations in the Supplemental Terms or Policies or modify the legal terms in the main body of this Agreement during a Subscription Term.
18. General Terms.
18.1. Assignment. Neither party may assign this Agreement without the prior consent of the other party, except that Modern Musician may assign this Agreement in connection with a merger, reorganization, acquisition or other transfer of all or substantially all its assets or voting securities. Any non-permitted assignment is void. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns.
18.2. Governing Law, Jurisdiction and Venue. This Agreement is governed by the laws of the State of Florida and the United States without regard to conflicts of laws provisions and without regard to the United Nations Convention on the International Sale of Goods. The jurisdiction and venue for actions related to this Agreement will be the state and United States federal courts located in Orlando, Florida and both parties submit to the personal jurisdiction of those courts.
18.3. Attorneys’ Fees and Costs. The prevailing party in any action to enforce this Agreement will be entitled to recover its attorneys’ fees and costs in connection with such action.
18.4. Notices. Except as set out in this Agreement, any notice, request or consent under this Agreement must be in writing, if to Customer, to the address on the Order, and if to Modern Musician, to the Modern Musician Contact Information below. Notice is deemed given: (a) upon receipt if by personal delivery, (b) upon receipt if by certified or registered U.S. mail (return receipt requested), (c) one day after dispatch if by a commercial overnight delivery service or (d) upon delivery if by email. Either party may update its address with notice to the other party. Modern Musician may also send operational notices to Customer by email or through the Services.
Modern Musician Contact Information
Attn: Modern Musician Legal
Modern Musician LLC
P.O. Box 444
9300 Conroy Windermere Rd.
Windermere, FL 34786
Copy to: email@example.com
Any other Customer notices, questions or complaints regarding the Services: firstname.lastname@example.org
18.5. Entire Agreement. This Agreement (which includes all Orders, any applicable Supplemental Terms, the Policies and the DPA) is the parties’ entire agreement regarding its subject matter and supersedes any prior or contemporaneous agreements regarding its subject matter. In the event of a conflict among the documents making up this Agreement, the main body of this Agreement will control, except the Supplemental Terms, Policies and DPA will control for their specific subject matter, and an Order may control if it specifically identifies the clauses to be superseded. In this Agreement, headings are for convenience only and “including” and similar terms are to be construed without limitation. This Agreement may be executed in counterparts (including electronic copies and PDFs), each of which is deemed an original and which together form one and the same agreement.
18.6. Amendments. Except as otherwise provided herein, any amendments, modifications or supplements to this Agreement must be in writing and signed by each party’s authorized representatives or, as appropriate, agreed through electronic means provided by Modern Musician. The terms in any Customer purchase order or business form will not amend or modify this Agreement and are expressly rejected by Modern Musician; any of these Customer documents are for administrative purposes only and have no legal effect.
18.7. Waivers and Severability. Waivers must be signed by the waiving party’s authorized representative and cannot be implied from conduct. If any provision of this Agreement is held invalid, illegal or unenforceable, it will be limited to the minimum extent necessary so the rest of this Agreement remains in effect.
18.8. Force Majeure. Neither party is liable for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) due to events beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, Internet or utility failures, natural disaster or any law or any action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition, or failing to grant a necessary license or consent.
18.9. Subcontractors. Modern Musician may use subcontractors (e.g., hosting, infrastructure and CDN providers, coaching, agency services, technical support, etc.) and permit them to exercise Modern Musician’s rights, but Modern Musician remains responsible for their compliance with this Agreement and for its overall performance under this Agreement.
18.10. Independent Contractors. The parties are independent contractors, not agents, partners or joint venturers.
18.11. Export. Customer agrees to comply with all relevant U.S. and foreign export and import Laws in using the Services. Customer (a) represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country, (b) agrees not to access or use the Services in violation of any U.S. export embargo, prohibition or restriction and (c) will not submit to the Services any information controlled under the U.S. International Traffic in Arms Regulations.
18.12. Government End-Users. Elements of the Services are commercial computer software. If the user or licensee of the Services is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Services or any related documentation of any kind, including technical data and manuals, is restricted by the terms of this Agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Services were developed fully at private expense. All other use is prohibited.
“Affiliate” means an entity that directly or indirectly owns or controls, is owned or controlled by or is under common ownership or control with a party, where “ownership” means the beneficial ownership of fifty percent (50%) or more of an entity’s voting equity securities or other equivalent voting interests and “control” means the power to direct the management or affairs of an entity.
“AUP” means the Modern Musician Acceptable Use Policy, the current version of which is at https://go.modernmusician.me/acceptable-use-policy.
“Customer Data” means data that Customer (including its Users) submits to the Services from its Sources or to configure its use of the Services. Customer Data does not include data once sent to Destinations.
“DPA” means the Data Protection Addendum at https://go.modernmusician.me/data-protection-addendum.
“Documentation” means Modern Musician’s standard technical documentation for the Services.
“GDPR” means European Union Regulation 2016/679.
“High Risk Activities” means activities where use or failure of the Services could lead to death, personal injury or environmental damage, including life support systems, emergency services, nuclear facilities, autonomous vehicles or air traffic control.
“Laws” means all relevant local, state, federal and international laws, regulations and conventions, including those related to data privacy and data transfer, international communications and export of technical or personal data. Customer’s obligations include compliance with Laws relating to cross-site tracking, automated decision-making and building and sharing user profiles, if relevant to Customer’s use of the Services.
“Order” means any ordering documents, online registration, order descriptions or order confirmations referencing this Agreement.
“Policies” means the AUP.
“Prohibited Data” means any (a) special categories of data enumerated in GDPR, Article 9(1) or any successor legislation, (b) patient, medical or other protected health information regulated by the Health Insurance Portability and Accountability Act (as amended and supplemented) (“HIPAA”), (c) credit, debit or other payment card data subject to the Payment Card Industry Data Security Standards (PCI DSS), or other financial account numbers or credentials, (d) social security numbers, driver’s license numbers or other government ID numbers or (e) any data similar to the above protected under foreign or domestic Laws.
“Services” means the Modern Musician proprietary cloud service(s) specified in an Order (such as Connections, Protocols or Personas) as modified from time to time. The Services include Modern Musician’s related APIs, Modern Musician Code and Documentation, courses, agency services and coaching/mentorship services, but not Sources, Destinations or other third-party products used by Customer with the Services.
“Subscription Term” means the term for Customer’s use of the Services as identified in an Order.
“Supplemental Terms” means additional terms that apply to certain Services and optional features, as specified in the Order.
“Usage Data” means technical logs, account and login data, and data and learnings that Modern Musician collects in connection with Customer’s use of the Services (e.g., frequency of logins, volume of Customer Data collected or sent to Destinations).
“User” means any employee or contractor of Customer or its Affiliates that Customer allows to use the Services on its behalf.
© All Rights Reserved
Modern Musician | StreetTeam | Music Relic Marketplace
P.O. Box 444, 9300 Conroy Windermere Rd,
Windermere, FL 34786, United States