Terms of Use.
Last modified: January 3, 2018
vrrtuoso (“vrrtuoso”, “we”, “us” or “our”) connects music students (“Students”, “you” or “your”) with a network of independent contractor music instructors (“Teachers”, “you” or “your”). This Terms of Use (this “Agreement”) binds you to the terms and conditions set forth in this Agreement when you use or access the vrrtuoso website or any of our software, applications, sites, materials, products or other offerings (collectively, the “Services”). If you wish to use our Services, you must read, comply with and agree to be bound by this Agreement. If you object to anything in this Agreement, do not use our Services. By using our Services, you agree to be bound by this Agreement.
1. Acceptance of Agreement
This Agreement is an electronic contract that sets out the legally binding terms of your use of our Services, whether or not you register as a “Student” or “Teacher” (each, a “Member”). This Agreement includes our Privacy Policy, our billing policies and any further terms of use for our Services, which are all incorporated in this Agreement by reference. This Agreement may be modified by us from time to time, such modifications to be effective when provided in writing or upon posting within our Services. Certain parts of our Services may have different terms and conditions posted or may require you to agree with and accept additional terms and conditions. If there is a conflict between this Agreement and terms and conditions posted for a specific area of our Services, the latter terms and conditions will take precedence with respect to your use of or access to that specific Service, but this Agreement will still apply to our legal relationship.
2. Eligibility
Use of our Services is void where prohibited and is intended for use solely within the United States. Any access to or use of our Services by anyone under the age of majority is expressly prohibited and requires consent to this Agreement by a parent or legal guardian. By using our Services, you represent and warrant to us that you are either a legal adult or, if under the age of majority, have obtained proper consent from a parent or legal guardian, and that you have the right, authority and capacity to enter into this Agreement and to abide by all of the terms and conditions of this Agreement.
3. How the Service Works
We are an online marketplace for Students and a network of independent contractor Teachers. We do not endorse, hire or employ the Teachers nor are we responsible or liable for any interactions between Teachers and their respective Students. Our Services are separate and distinct from the services of Teachers.
For Teachers, we offer various Services to support instruction including marketing, scheduling, billing and communication tools. Teachers can also apply to use our Services where prospective Students can review their profile, communicate with Teachers and book and pay for lessons and other related services (called a "Listing").
For Students, we provide a marketplace to find a network of independent contractor Teachers and schedule lessons and other related services. Users may be able to review Listings as an unregistered user of our Services; however, if you wish to book a lesson as a Student, to create a Listing as a Teacher, to use hosted tools or use certain other Services, you must first become a registered Member. See the “How It Works” section of the Website for more information.
We reserve the right to restrict any Services only to Members and discontinue any product or Services at our option and at any time. If a particular Teacher, product or Service is discontinued or unavailable, we reserve the right to provide substitute Teacher, product or Service.
4. Membership
You may use some of our Services at no direct cost. However, in order to access additional features and Services, including the ability to book or manage lessons, you must become a registered Member. To become a Member, you agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete throughout your use of the Services. A Member may not have more than one active vrrtuoso account. We reserve the right to suspend or terminate your vrrtuoso account and your access to our Services for any reason.
a. Students.
As a Student, you will have the ability to book and pay for lessons, manage your lesson schedule, communicate with Teachers and use any other Services provided to Students. You must continually comply with this Agreement.
b. Teachers.
You must be at least eighteen (18) years old to be a Teacher. As a Teacher, you will have access to tools that enable you to manage marketing, scheduling, billing and communication and other tools provided by us. In addition, you will have the opportunity to apply for a Listing. Acceptance for Listing is at our sole discretion and we may remove Listings from our Services at any time for any reason. To be accepted as a Teacher, you must agree to undergo a background check. Any Listing you post (i) must not breach any agreements you have entered into with anyone, including this Agreement; and (ii) must contain accurate, current and complete information. If you are accepted and your Listing is presented within our Services, you must continually comply with this Agreement. Any Teacher who accepts a booking through our Services must honor all terms and conditions of the Listing and this Agreement. As part of your status as a Teacher, you might be required to receive messages via text/SMS and might incur costs from your carrier or mobile service provider as a result of these messages. Additional terms and conditions of service may be contained within your Teacher account.
c. Independent Contractor Status.
Our Services are separate and distinct from the services of the Teachers. You acknowledge that Teachers are not employees or agents of vrrtuoso but are independent contractors who operate a separate and distinct business from vrrtuoso. We do not endorse or control Teachers or the manner or method of service Teachers provide to you, we exercise no control over the working relationship between Teachers and Students and we do not warrant your safety or the service of any Teacher. We urge all users of our Services to be responsible and careful about their use of our Services, any transaction entered into as a result of our Services and interactions with Members.
d. General Disclaimer.
We disclaim all, and assume no, responsibility for evaluating or verifying the accuracy, suitability, truthfulness or authenticity of any information contained within the Listings or of any information posted or provided by a Member. We assume no responsibility for ensuring a Member’s compliance with any applicable laws, rules and regulations or this Agreement. We have not inspected the location where any instruction will be provided. We are not responsible for the conduct, whether online or offline, of any user of our Services. Under no circumstances will we or any of our employees, officers, agents, advertisers or affiliates be responsible for any loss or damage, including personal injury or death, resulting from anyone's use of the Website or our Services, any content posted on the Website or transmitted to Members, or any interactions between users of our Services, whether online or offline. We cannot guarantee and do not promise any specific results from use of our Services.
Some of our Services may require Students to have a computer and a sustained and reliable Internet connection. We do not provide refunds for technical failures, power outages or unreliable Internet connections beyond our control.
We cannot guarantee that each Member is at least the required minimum age, nor do we accept responsibility or liability for any content, communication or other use or access of our Services by persons under the age of majority in violation of this Agreement. Also, it is possible that other Members or users (including unauthorized users, or "hackers") may post or transmit offensive or obscene materials using our Services and that you may be involuntarily exposed to such offensive and obscene materials. It also is possible for others to obtain personal information about you due to your use of our Services, and that the recipient may use such information to harass or injure you. We are not responsible for the use of any personal information that you disclose using our Services. Please carefully select the type of information that you post on the Website or release to others using our Services. WE DISCLAIM ALL LIABILITY, REGARDLESS OF THE FORM OF ACTION, FOR THE ACTS OR OMISSIONS OF MEMBERS OR USERS (INCLUDING UNAUTHORIZED USERS), WHETHER SUCH ACTS OR OMISSIONS OCCUR DURING THE USE OF THE WEBSITE, OUR SERVICES OR OTHERWISE.
e. Warranty Disclaimer.
OUR WEBSITE, CONTENT, SUBMITTED CONTENT, COURSES, AND ANY OTHER MATERIALS MADE AVAILABLE ON OR THROUGH THE USE OF OUR SERVICES ARE PROVIDED "AS IS," WITHOUT ANY WARRANTIES OF ANY KIND AND, TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE HEREBY DISCLAIM ALL SUCH WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, FREEDOM FROM ERRORS, SUITABILITY OF CONTENT, AND AVAILABILITY.
f. Code of Conduct.
Use of our Services is only with our permission, which may be revoked at any time, for any reason, in our sole discretion. While using our Services you agree not to:
• Solicit any instructor or user to work with or for another company for employment, independent contracting services, performances, or other service;
• Use our Services for any unlawful purpose;
• Restrict or inhibit any other user or Member from using our Services, including by means of "hacking" or modifying any portion of our Services;
• Express or imply that any statements you make are endorsed by us, without our prior written consent;
• Transmit (a) any content, language, imagery or information that is unlawful, fraudulent, threatening, harassing, abusive, libelous, defamatory, profane, obscene or otherwise objectionable, or infringes on our or any third party's intellectual property or other rights, including spam; (b) any material, non-public information without the authorization to do so; (c) any trade secret of any third party; or (d) any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities or other unsolicited commercial communication (except as otherwise expressly permitted by us);
• Breach or circumvent any laws, third-party rights or our systems, policies, or determinations of your account status;
• Transmit any software or other material that contains any virus or other harmful or disruptive component;
• Modify, adapt, sublicense, translate, sell, reverse engineer, decompile or disassemble any portion of the Website or our Services;
• Remove any copyright, trademark, or other proprietary rights notices contained on the Website or applied to our Services;
• Use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, "data mine," or in any way reproduce or circumvent the navigational structure or presentation of the Website or its contents;
• Collect information about our users or Members without their express consent;
• Create more than one profile without our express written consent;
• Permit anyone else who is not a Member to use our Services through your account or transfer your account or user ID to another party without our consent;
• Engage in commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, and pyramid schemes; or
• Be disruptive in any lesson.
5. Pricing.
Lesson prices are agreed to at the time of payment for the number of lessons purchased. Lesson prices vary by Teacher and lesson type and are subject to change at any time. Students and Teachers are obligated to honor the prices established at the time of payment. Additional pricing terms and conditions are contained within Member and Teacher accounts and within email correspondence from vrrtuoso. Refunds are not provided for acts taken in violation of this Agreement or for technical failures, power outages or unreliable Internet connections beyond our control.
6. Term
This Agreement will remain in full force and effect while you use our Services or are a Member. You may terminate your membership at any time, for any reason, on our website, by emailing us at vrrtuoso@vrrtuoso.com or by sending written notice of termination to vrrtuoso, PO Box 713, La Mirada, CA 90637. To help us analyze and improve our Services, you may be asked to provide a reason for your resignation/cancellation. We may terminate your membership at any time through notice to your email address on file. If we terminate your membership because you have breached this Agreement, you will not be entitled to any refund of unused fees. All decisions regarding the termination of accounts will be made in our sole discretion. We are not required to provide you notice prior to terminating your membership. We are not required, and may be prohibited, from disclosing a reason for the termination of your account. After your membership is terminated, all terms that by their nature may survive termination of this Agreement will be deemed to survive such termination.
7. Non-Circumvention
During the term of this Agreement and for two years thereafter, no Member will, directly or indirectly, circumvent, initiate, solicit, negotiate, contract or enter into any business transactions with any Member introduced by us through our Services, without our consent. In case of such circumvention, such Member agrees and guarantees that such Member will pay a legal monetary penalty that is equal to the commission or fee we would have realized in such transactions, had Member not circumvented our rights under this Agreement.
8. Account Security
You are responsible for maintaining the confidentiality of your username and password. You will not disclose your password to any unauthorized third party and will take sole responsibility for any activities or actions under your vrrtuoso Account, whether or not you have authorized such activities or actions. You agree to (a) immediately notify us of any unauthorized use of your username or password or any other breach of security, and (b) ensure that you exit from your account at the end of each session. We will not be liable for any loss or damage arising from your failure to comply with this provision. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. If you share your computer with others, you may wish to consider disabling any auto-sign in features if linked to your vrrtuoso account.
9. Your Interactions with Other Members and Our Limitation of Liability
a. YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER MEMBERS.
WE REQUIRE ALL TEACHERS TO UNDERGO A BACKGROUND CHECK. HOWEVER, VRRTUOSO CANNOT CONFIRM THE ACCURACY OR COMPLETENESS OF ANY BACKGROUND CHECK PROVIDED TO US BY THE THIRD-PARTY SERVICES WE USE TO PROVIDE BACKGROUND CHECKS. WE CANNOT CONFIRM WHETHER THERE HAS BEEN A MATERIAL CHANGE IN ANY TEACHER’S RECORD SINCE THE BACKGROUND CHECK WAS RUN OR PROVIDED. IT IS ENTIRELY UP TO THE STUDENT AND IF APPLICABLE HIS OR HER PARENTS OR LEGAL GUARDIANS TO DETERMINE IF ANY TEACHER IS SUITABLE BEFORE STARTING LESSONS AND AT ANY TIME THEREAFTER. YOU UNDERSTAND THAT WE DO NOT PERFORM BACKGROUND CHECKS ON STUDENTS. THE EXTENT OF OUR BACKGROUND CHECK IS LIMITED BY THE QUALITY AND SCOPE OF SERVICE PROVIDED BY OUR THIRD PARTY INVESTIGATIVE SERVICE AND THE LIMITATIONS OF COMPUTER ACCESSIBLE PUBLIC RECORDS. NOT ALL JURISDICTIONS OR CRIMES ARE EVALUATED AS PART OF THE BACKGROUND CHECK. WE DO NOT ATTEMPT TO VERIFY THE QUALIFICATION OR STATEMENTS OF OUR MEMBERS. WE MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF MEMBERS OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE MEMBERS.
b. NO MEMBER IS OBLIGATED TO MEET OFFLINE WITH ANY OTHER MEMBER. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL INTERACTIONS WITH OTHER MEMBERS OF OUR SERVICES. YOU UNDERSTAND THAT WE MAKE NO GUARANTEES, EITHER EXPRESS OR IMPLIED, REGARDING YOUR EXPERIENCE WITH MEMBERS YOU MEET THROUGH OUR SERVICES. YOU DO SO AT YOUR OWN RISK AND AT YOUR OWN PERIL.
c. IN NO EVENT WILL VRRTUOSO OR ITS OFFICERS, EMPLOYEES, AGENTS OR AFFILIATES BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, EXEMPLARY, AND/OR INCIDENTAL, INCLUDING LOST PROFITS, ARISING OUT OF OR RELATING TO ANY ACT OR OMISSIONS OF YOU, VRRTUOSO OR ITS OFFICERS, EMPLOYEES, AGENTS OR AFFILIATES, OUR THIRD PARTY INVESTIGATIVE SERVICE, ANY MEMBER OR ANYONE ELSE IN CONNECTION WITH THE USE OF OUR SERVICES OR THE WEBSITE, INCLUDING BODILY INJURY, EMOTIONAL DISTRESS, AND/OR ANY OTHER DAMAGES RESULTING FROM COMMUNICATIONS OR MEETINGS WITH OTHER USERS OF OUR SERVICES OR PERSONS YOU MEET THROUGH OUR SERVICES INCLUDING TEACHERS AND STUDENTS, OR OTHERWISE.
d. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, AND TO THE MAXIMUM EXTENT ALLOWED BY LAW, THE LIABILITY OF VRRTUOSO OR ITS OFFICERS, EMPLOYEES, AGENTS AND AFFILIATES, TO YOU AND YOUR HEIRS AT LAW FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US FOR OUR SERVICES DURING THE PRECEDING TWELVE MONTHS, UP TO A MAXIMUM OF FIVE THOUSAND DOLLARS.
10. Content within our Services
a. Proprietary Rights.
The Website and our Services contain the copyrighted material, trademarks, and other proprietary information of vrrtuoso, and its licensors. Except for that information which is in the public domain or for which you have been given written permission, you may not copy, modify, publish, transmit, distribute, perform, display, or sell any such proprietary information.
b. Reliance on Content, Advice, Etc.
Opinions, advice, statements, reviews, offers, and other information and content made available through our Services, but not directly by us, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content.
11. Content Posted by You
As a Member, you may be able to post content, including uploading videos, photos and providing reviews of Members. You are solely responsible for the content that you publish or display (“post”) using our Services, or transmit or display to other Members. You will not post on the Website or Service, or transmit or display to other Members, any defamatory, inaccurate, false, abusive, obscene, profane, offensive, sexually oriented, threatening, harassing, racially offensive, or illegal material, or any material that infringes or violates another party's rights (including intellectual property rights, and rights of privacy and publicity). By posting content using our Services, you automatically grant, and you represent and warrant that you have the right to grant, to us, our affiliates, licensees and successors, an irrevocable, perpetual, non-exclusive, fully paid, worldwide license to use, copy, perform, display, reproduce, adapt, modify and distribute such information and content and to prepare derivative works of, or incorporate into other works, such information and content, and to grant and authorize sublicenses of the foregoing. You further represent and warrant that public posting and use of your content by us will not infringe or violate the rights of any third party.
12. Modification to Services
We reserve the right at any time to modify or discontinue, temporarily or permanently, our Services (or any part thereof) with or without notice. You agree that we will not be liable to you or to any third party for any modification, suspension or discontinuance of our Services. Notification of changes to our Services may be posted within your Member profile, on the Website or communicated through our Services.
13. Copyright Policy
The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. Copyright law. You may not post, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights. Without limiting the foregoing, if you believe that your work has been copied and posted on the Website or used in any of our Services in a way that constitutes copyright infringement, please contact us immediately at vrrtuoso@vrrtuoso.com.
14. Member Disputes
You are solely responsible for your interactions with other Members. We reserve the right, but not the obligation, to monitor disputes between you and other Members.
15. Privacy and Communications
Use of our Services is also governed by our Privacy Policy. When you become a Member, you agree and consent to receive email messages from us. These emails may be transactional or relationship communications relating to our Services, such as administrative notices and service announcements or changes, or emails containing commercial offers, promotions or special offers from us. Please see our Privacy Policy for more information regarding these communications.
16. Links
Our Services may provide, or third parties may provide, links to other websites or resources. Because we have no control over such sites and resources, you acknowledge and agree that we are not responsible for the availability of
such external sites or resources, and do not endorse and are not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that we will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of, or reliance upon, any such content, goods or services available on or through any such site or resource.
17. Arbitration and Governing Law
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW CLAIMS YOU AND VRRTUOSO HAVE AGAINST EACH OTHER ARE RESOLVED.
a. Applicable Law
You agree that, except to the extent inconsistent with or preempted by federal law, the laws of the State of California, without regard to principles of conflict of laws, will govern this Agreement and any claim or dispute that has arisen or may arise between you and vrrtuoso, except as otherwise stated in this Agreement.
b. Agreement to Arbitrate
You and vrrtuoso each agree that any and all disputes or claims at law or equity that have arisen or may arise between you and vrrtuoso relating in any way to or arising out of this or prior versions of this Agreement, your use of or access to our Services, or any products or services sold, offered, or purchased through our Services will be resolved exclusively through final and binding arbitration as set forth in this Agreement, rather than in court (“Agreement to Arbitrate”). Alternatively, you may assert your claims in small claims court, if your claims qualify and so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis. The Federal Arbitration Act governs the interpretation and enforcement of this Agreement to Arbitrate.
1. Prohibition of Class and Representative Actions and Non-Individualized Relief. YOU AGREE THAT EACH OF YOU AND VRRTUOSO MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND VRRTUOSO AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER USERS.
2. Arbitration Procedures. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, and court review of an arbitration award is very limited. However, an arbitrator can award the same damages and relief on an individual basis that a court can award to an individual. An arbitrator should apply the terms of this Agreement as a court would. All issues are for the arbitrator to decide, except as prohibited by law.
Any arbitration will be conducted by the American Arbitration Association ("AAA") under its rules and procedures, including the AAA's Consumer Arbitration Rules (as applicable), as modified by this Agreement to Arbitrate. The AAA's rules are available at www.adr.org or by calling the AAA at 1-800-778-7879. The use of the word "arbitrator" in this provision will not be construed to prohibit more than one arbitrator from presiding over an arbitration: rather, the AAA's rules will govern the number of arbitrators that may preside over an arbitration conducted under this Agreement to Arbitrate.
A party who intends to seek arbitration must first send to the other, by certified mail, written Notice of Dispute ("Notice"). The Notice must include a description of the nature and basis of the claims the party is asserting and the relief sought. The Notice to vrrtuoso should be sent to vrrtuoso, PO Box 713, La Mirada, CA 90637. vrrtuoso will send any Notice to you to the physical address we have on file associated with your vrrtuoso account; it is your responsibility to keep your physical address up to date.
If you and vrrtuoso are unable to resolve the claims described in the Notice within 30 days after the Notice is sent, you or vrrtuoso may initiate arbitration proceedings. A form for initiating arbitration proceedings is available on the AAA's site at www.adr.org. In addition to filing this form with the AAA in accordance with its rules and procedures, the party initiating the arbitration must mail a copy of the completed form to the opposing party. In the event vrrtuoso initiates arbitration against you, it will send a copy of the completed form to the physical address we have on file associated with your vrrtuoso account. Any settlement offer made by you or vrrtuoso will not be disclosed to the arbitrator.
The arbitration hearing will be held in the county in which you reside or at another mutually agreed location. If the value of the relief sought is $10,000 or less, you or vrrtuoso may elect to have the arbitration conducted by telephone or based solely on written submissions, which election will be binding on you and vrrtuoso subject to the arbitrator's discretion to require an in-person hearing, if the circumstances warrant. In cases where an in-person hearing is held, you and/or vrrtuoso may attend by telephone, unless the arbitrator requires otherwise.
The arbitrator will decide the substance of all claims in accordance with applicable law, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator will not be bound by rulings in prior arbitrations involving different users, but is bound by rulings in prior arbitrations involving the same vrrtuoso user to the extent required by applicable law. The arbitrator's award will be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
3. Costs of Arbitration. Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules, unless otherwise stated in this Agreement to Arbitrate.
4. Severability. With the exception of any of the provisions in Section 1 of this Agreement to Arbitrate ("Prohibition of Class and Representative Actions and Non-Individualized Relief"), if an arbitrator or court decides that any part of this Agreement to Arbitrate is invalid or unenforceable, the other parts of this Agreement to Arbitrate will still apply. If an arbitrator or court decides that any of the provisions in Section 1 of this Agreement to Arbitrate ("Prohibition of Class and Representative Actions and Non-Individualized Relief") is invalid or unenforceable, then the entirety of this Agreement to Arbitrate will be null and void. The remainder of the Agreement will continue to apply.
5. Opt-Out Procedure. IF YOU ARE A NEW VRRTUOSO USER, YOU CAN CHOOSE TO REJECT THIS AGREEMENT TO ARBITRATE ("OPT-OUT") BY MAILING US A WRITTEN OPT-OUT NOTICE ("OPT-OUT NOTICE"). THE OPT-OUT NOTICE MUST BE POSTMARKED NO LATER THAN 30 DAYS AFTER THE DATE YOU ACCEPT THE USER AGREEMENT FOR THE FIRST TIME. YOU MUST MAIL THE OPT-OUT NOTICE TO VRRTUOSO, PO Box 713, LA MIRADA, CA 90637. You must complete the Opt-Out Notice by providing your name, address (including street address, city, state and zip code), and the user ID(s) and email address(es) associated with the vrrtuoso account(s) to which the opt-out applies and state that you wish to Opt Out of this Agreement to Arbitrate. You must sign the Opt-Out Notice for it to be effective. This procedure is the only way you can opt out of the Agreement to Arbitrate. If you opt out of the Agreement to Arbitrate, all other parts of the Agreement and this Section will continue to apply to you. Opting out of this Agreement to Arbitrate has no effect on any previous, other, or future arbitration agreements that you may have with us.
6. Future Amendments to the Agreement to Arbitrate. Notwithstanding any provision in this Agreement to the contrary, you and we agree that if we make any amendment to this Agreement to Arbitrate (other than an amendment to any notice address or site link provided in this Agreement) in the future, that amendment will not apply to any claim that was filed in a legal proceeding against vrrtuoso prior to the effective date of the amendment. The amendment will apply to all other disputes or claims governed by the Agreement to Arbitrate that have arisen or may arise between you and vrrtuoso. We will notify you of amendments to this Agreement to Arbitrate by posting the amended terms on the Website or within our Services at least 30 days before the effective date of the amendments. If you do not agree to these amended terms, you may close your account within the 30-day period and you will not be bound by the amended terms.
c. Judicial Forum for Legal Disputes.
Unless you and we agree otherwise in writing, in the event that the Agreement to Arbitrate above is found not to apply to you or to a particular claim or dispute, either as a result of your decision to opt out of the Agreement to Arbitrate or as a result of a decision by the arbitrator or a court order, you agree that any claim or dispute that has arisen or may arise between you and vrrtuoso must be resolved exclusively by a state or federal court located in Orange County, California. You and vrrtuoso agree to submit to the personal jurisdiction of the courts located within Orange County, California for the purpose of litigating all such claims or disputes.
18. Release and Indemnification
IN THE EVENT THAT YOU HAVE A DISPUTE WITH ONE OR MORE MEMBERS OR OTHER USERS OF OUR SERVICES OR ANY THIRD-PARTY WEBSITE THAT MAY BE LINKED TO OR FROM OR OTHERWISE INTERACT WITH OUR SERVICES, INCLUDING ANY SOCIAL MEDIA SITE, YOU HEREBY AGREE TO RELEASE AND FOREVER DISCHARGE VRRTUOSO AND OUR RESPECTIVE AGENTS, DIRECTORS, OFFICERS, EMPLOYEES, AND ALL OTHER RELATED PERSONS OR ENTITIES FROM ANY AND ALL MANNER OF RIGHTS, CLAIMS, COMPLAINTS, DEMANDS, CAUSES OF ACTION, PROCEEDINGS, LIABLITIES, OBLIGATIONS, LEGAL FEES, COSTS, AND DISBURSEMENTS OF ANY NATURE WHATSOEVER, WHETHER KNOWN OR UNKNOWN, WHICH NOW OR HEREAFTER ARISE FROM, RELATE TO, OR ARE CONNECTED WITH SUCH DISPUTE AND/OR YOUR USE OF THE WEBSITE AND OUR SERVICES.
UNLESS OTHERWISE PROHIBITED BY LAW, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
YOU HEREBY AGREE TO INDEMNIFY, DEFEND AND HOLD VRRTUOSO AND OUR RESPECTIVE AGENTS, DIRECTORS, OFFICERS, EMPLOYEES, AND ALL OTHER RELATED PERSONS OR ENTITIES (COLLECTIVELY, THE "INDEMNIFIED PARTIES") HARMLESS FROM AND AGAINST ANY AND ALL LIABILITY AND COSTS INCURRED BY THE INDEMNIFIED PARTIES IN CONNECTION WITH ANY CLAIM ARISING OUT OF YOUR USE OF THE WEBSITE, OUR SERVICES OR OTHERWISE RELATING TO THE BUSINESS WE CONDUCT (INCLUDING ANY POTENTIAL OR ACTUAL COMMUNICATION, TRANSACTION OR DISPUTE BETWEEN YOU AND ANY OTHER MEMBER OR THIRD PARTY), ANY ACT OR OMISSION BY ANY OTHER STUDENT OR TEACHER, ANY CONTENT POSTED BY YOU OR ON YOUR BEHALF OR POSTED BY OTHER USERS OF YOUR ACCOUNT TO THE WEBSITE, ANY USE OF ANY SERVICES OR SERVICE PROVIDED BY A THIRD PARTY PROVIDER, ANY USE OF A TOOL OR SERVICES OFFERED BY US THAT INTERACTS WITH A THIRD PARTY WEBSITE, INCLUDING ANY SOCIAL MEDIA SITE OR ANY BREACH BY YOU OF THESE TERMS OR THE REPRESENTATIONS,
WARRANTIES AND COVENANTS MADE BY YOU IN THIS AGREEMENT, INCLUDING ATTORNEYS' FEES AND COSTS. YOU WILL COOPERATE AS FULLY AS REASONABLY REQUIRED IN THE DEFENSE OF ANY CLAIM. WE RESERVE THE RIGHT, AT OUR OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU AND YOU WILL NOT IN ANY EVENT SETTLE ANY MATTER WITHOUT OUR WRITTEN CONSENT. THIS SECTION SURVIVES TERMINATION OF THIS AGREEMENT.
19. Commercial Release
By using the Service, you hereby authorize us and our agents, successors and assigns to photograph and/or videotape and/or record you and/or your voice(s) without restriction and to utilize such photographs/videos and/or voice transcriptions or recording for any commercial purpose, including the promotion and marketing of our Services, without further compensation whatsoever of any kind as a result of such use.
20. Taxes and Right to Work
You are responsible for collecting and paying your own taxes due if and when applicable. We are unable to provide you with tax advice and you should consult your own tax advisor. If you are a Teacher, you represent and warrant that you have the legal authority to perform independent contractor services under this Agreement in the United States.
21. Miscellaneous
If either party does not enforce any right or remedy available under this Agreement, that failure is not a waiver of the right or remedy for any other breach or failure by the other party. Our waiver of any requirement in any one instance is not a general waiver of that requirement and does not amend this Agreement. If any part of this Agreement is held invalid or unenforceable, that part is interpreted consistent with applicable laws as nearly as possible to reflect the original intentions of the parties and the rest of this Agreement remains in full force and effect. The provisions of this Agreement that are contemplated to be enforceable after the termination of this Agreement, including Sections 4, 7, 9, 17, 18 and 19, will survive termination of this Agreement. This Agreement, including the documents referenced in this Agreement, contains the entire agreement between you and us regarding the use of the Website and our Services. This Agreement is binding on the parties to this Agreement and their successors and assigns.
If you are a California resident, in accordance with Cal. Civ. Code §1789.3 you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
Please contact us at vrrtuoso@vrrtuoso.com with any questions regarding this Agreement.
"vrrtuoso", "vrrtuoso.com", “Find Your Groove” and “Learn the Music You Love” tag line and logo are all trademarks and/or service marks of vrrtuoso.