Last Updated: March 2026

Welcome; Intro

Welcome! We're glad you're interested in Music Will, a U.S. 501(c)(3) non-profit organization. We own and operate the websites jamzone.musicwill.org, academy.musicwill.org, and musicwill.org along with other sites, and offer various online services. This includes our downloadable content and any other products or services we might offer now or in the future. Together, we call all these our "Services."

You're entering into a legal agreement with us, Music Will, when you use our Services. Whether you're just visiting our sites or actively using our Services, we'll refer to you as a "User" or collectively as "Users."

These Terms of Service, along with our Music Will Privacy Policy, and any additional Guidelines (as defined below) (collectively, the “Terms”), set the rules for your use of our Services. Our Privacy Policies explain what personal information we collect, plus how we handle and share that information.

PLEASE READ THE FOLLOWING TERMS CAREFULLY. BY REGISTERING FOR, ACCESSING, BROWSING, OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS AND THAT YOU HAVE READ THE MUSIC WILL PRIVACY POLICY.

PLEASE NOTE THAT THESE TERMS INCLUDE A BINDING ARBITRATION PROVISION, INCLUDING A CLASS ACTION WAIVER. BY AGREEING TO BINDING ARBITRATION, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, YOU WAIVE YOUR RIGHT TO LITIGATE DISPUTES THROUGH A COURT AND TO HAVE A JUDGE OR JURY DECIDE YOUR CASE. YOU ALSO WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR OTHER REPRESENTATIVE ACTION.

1. Eligibility

Access to certain features are limited to specific types of Users. By selecting a specific account type or feature, you confirm that you meet any applicable eligibility criteria. You are responsible for complying with the terms relevant to the account type and related features, which are addressed in Section 2 (User Accounts) below and elsewhere in these Terms.

THE SERVICES ARE NOT AVAILABLE TO ANY USERS PREVIOUSLY SUSPENDED OR REMOVED FROM THE SERVICES BY MUSIC WILL .

1.1. Acceptance.

By clicking the “Sign Up”, “I Agree” or similarly labeled button or by otherwise using or registering an account for the Services, you represent that (i) you are at least 18 years of age, (ii) you are not currently a PreK-12 student. You also represent that you have not been previously suspended or removed from the Services by Music Will, and that your registration and your use of the Services is in compliance with any and all applicable laws.

2. User Accounts

Music Will offers website accounts designed for music educators. This section includes terms relevant to specific account types made available to specific Users, including music educators.

2.1. User Account Terms.

User accounts and use of the standard features of the Services are governed exclusively by these Terms and the applicable Privacy Policy. In order to use certain features of the Services, you must register for an account. You may be asked to provide a password in connection with your account. You are solely responsible for maintaining the confidentiality of your account and password, and you agree to accept responsibility for all activities that occur under your account or password. You agree that the information you provide to Music Will, whether at registration or at any other time, will be true, accurate, current, and complete. You also agree that you will ensure that this information is kept accurate and up-to-date at all times. If you have reason to believe that your account is no longer secure (e.g., in the event of a loss, theft, or unauthorized disclosure or use of your account ID or password), then you agree to immediately notify Music Will Support. You may be liable for the losses incurred by Music Will or others due to any unauthorized use of your account.

2.2. Educator Accounts.

The Services include certain features and tools designed for use by educators. Persons over the age of 18 (or the age of majority in the jurisdiction in which you reside) who are employed in an official capacity as a school educator (or other School Personnel as defined below) may register for a teacher account on the website. By signing up for a teacher account, you represent that you meet the foregoing eligibility criteria. Additional terms relating to use of our Services in the classroom are included in Section 3 (School Use) and Section 9 (Specific Account Functionality).

3. School Use

Music Will may make available certain features and tools designed for use by teachers, school leaders, aides, principals, school administrators, school district administrators, or other similar school personnel ("School Personnel"), including productivity tools for independent use by School Personnel and features and tools that enable School Personnel to work with other Users through the Services in order to provide such Students with tutorial, educational and other education-related services as part of the school’s curriculum in the classroom. If you are School Personnel accessing the Services on behalf of a school, school district, or other similar educational institution (an "Institution"), the following terms apply to you:

3.1. Limitations on Use.

The Services are provided to you for educational purposes as part of the school curriculum. You must use the Services in compliance with all applicable laws, rules, and regulations. You are responsible for determining (and confirming) that your use of the Services is permitted by your Institution and any applicable policies, including any school district and school policies and that the Services meet your requirements related to your intended use. You acknowledge that our Services are provided as an educational aid and not as a substitute for your professional judgement in assessing student performance.

4. Privacy Policy; Supplemental Terms and Guidelines

4.1. Privacy Policy.

Your privacy is important to Music Will. Please read the Music Will Privacy Policy carefully for information relating to Music Will’s collection, use, and disclosure of your personal information. Among other things, our Privacy Policy explains how we treat your personal information and protect your privacy when you use our Services, and explain the procedures by which Users may view, update, correct, or delete their account and personal information.

4.2. Supplemental Terms.

In addition to these Terms, we may offer premium services or special programs or features which are subject to supplemental terms, which apply in addition to these Terms and take precedence over these Terms in the event of a conflict.

4.3. Guidelines.

When using the Services, you will be subject to any additional posted guidelines or rules applicable to specific Services and features which may be posted from time to time (the “Guidelines”). All such Guidelines are hereby incorporated by reference into the Terms. You and your use of the Services (including use by your authorized Users) must comply at all times with these Terms.

5. User Content; License Grant

5.1. User Content and Ownership.

The Services include features that allow Users to post and/or publish questions, comments, ratings, reviews, images, videos and other audio-visual materials and communications (collectively, “User Postings”).You understand that whether or not such User Content is published, Music Will does not guarantee any confidentiality with respect to any User Posting and User Code submissions. Consistent with Applicable Law, as between Music Will and you, you retain all ownership rights you have in any User Content you post or publish to the Services, and Music Will does not claim any ownership rights in or to such User Content. If you post content on our Services, you agree not to assert or cause any third party to assert any intellectual property infringement claim against Music Will regarding content you have made available on or through the Services.

You acknowledge that you are solely responsible for your User Content and the consequences of posting, creating, or publishing such User Content.

5.2. License Grant to Music Will.

By posting, submitting or distributing User Content on or through the Services, you hereby grant to Music Will a worldwide, non-exclusive, transferable, assignable, fully paid-up, sublicensable, royalty-free right and license to (a) host, transfer, display, perform, reproduce, distribute, prepare derivative works of, use, make, have made, import, and otherwise exploit your User Content, in whole or in part, in any media formats and through any media channels (now known or hereafter developed, to the extent consistent with Applicable Law and Music Will’s Privacy Policy). Such license is perpetual and irrevocable, except to the extent required to comply with Applicable Privacy Law relating to ownership and control of your personal information, including education records.

5.3. License Grant to Users.

5.3.1. User Postings. By posting, submitting or distributing User Postings through the Services, you hereby grant to each User of the Services a non-exclusive license to access and use your User Postings in any manner permitted or made available by Music Will on or through the Services.

5.3.2. Downloadable Content. The Services may permit you to download certain digital educational content ("Downloadable Content"). Subject to your complete and ongoing compliance with all the terms and conditions set forth herein, Music Will grants you, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to download, install, view and use the Downloadable Content, in object code form, on devices owned or controlled by you, solely for your personal, non-commercial, educational purposes. You agree not to (i) remove, disable, circumvent or otherwise create or implement any workaround to any copy protection, rights management, technical limitations or security features in or protecting the Downloadable Content and (ii) remove any copyright and other proprietary notices on the Downloadable Content and all copies thereof.

5.4. Feedback.

We encourage and welcome your feedback on our Services, including Evaluation Services (as defined in Section 7.2). By submitting suggestions or other feedback related to our Services to us, you agree that we can (but do not have to) use and share such feedback for any purpose without compensation to you. We will honor any limits we agree to at the time we collect feedback. You may identify errors or bugs, provide suggestions on the user experience, and offer other ideas, suggestions, guidance, or other information related to our Services, Evaluation Services. You and your authorized Users may provide feedback within the Service. We may solicit feedback from you and your authorized Users, via surveys, interviews, observations, or other interactions. Participation in surveys and interviews is optional. You understand that you may not receive any compensation for your feedback or suggestions. You grant us a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate your feedback into our Services or to develop new features and services.

6. Digital Millennium Copyright Act

It is Music Will’s policy to respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act. Music Will will promptly terminate without notice your access to the Services if you are determined by Music Will to be a “repeat infringer.” A repeat infringer is a User who has been notified by Music Will of infringing activity violations more than twice and/or who has had User Content or any other user-submitted content removed from the Services more than twice.

7. Proprietary Materials; Licenses

7.1. Proprietary Materials.

The Services are owned and operated by Music Will. The visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), software, services, content, educational videos and exercises, training materials, professional learning resources, and all other elements of the Services (the “Services Materials”) are protected by United States and international laws, international conventions, and other applicable laws governing intellectual property and proprietary rights. All Services Materials, and all trademarks, service marks, and trade names, contained on or available through the Services are owned by or licensed to Music Will (including User Content provided to and owned by Users), and Music Will reserves all rights therein and thereto not expressly granted by these Terms.

7.2. Access to Evaluation Services; “As Is”; No Guarantees; No Representation or Warranties.

7.2.1. Music Will may offer pilot programs (each a “Pilot”) or permit you and your authorized Users to access pre-release Services that are under development, prototype or experimental features or products (“Betas”) (collectively with Pilots and Betas, "Evaluation Services"). Evaluation Services may be offered as part of pilot program terms or for limited periods.

7.2.2. You acknowledge that (a) participation in an Evaluation Service may allow you and your authorized Users to access such Evaluation Service on a preview basis (including before it is made generally available on the website or included in Music Will’s general service offerings); (b) Music Will may still be testing, evaluating and improving Betas, including by collecting User and authorized User feedback, or for evaluation; as such, Betas are offered “as-is”; (c) participation in an Evaluation Service is subject to these Terms and any additional terms Music Will may specify; (d) Betas are still under development, may be inoperable or incomplete and are likely to contain errors or bugs; (e) Betas may never become generally available; (f) Music Will does not commit to maintaining any Betas and may change or remove Betas at any time; (g) Music Will is not obligated to provide support for Evaluation Services and (h) Music Will is not responsible for authorized Users' reliance on Evaluation Services. Authorized Users may stop use of an Evaluation Service at any time.

7.2.3. Music Will reserves the right to select participants, modify terms of participation, suspend access to Evaluation Services, or terminate an Evaluation Service at any time, unless otherwise specified in the terms for a specific Evaluation Service, to the full extent permitted by applicable law. If you accept the invitation to receive access to an Evaluation Service, or otherwise use Beta features, you represent and warrant that you meet any criteria for participating in the Evaluation Service (“Eligibility”). For so long as you have access to an Evaluation Service, then this Section 7.2.3 applies.

7.2.4. YOU ACKNOWLEDGE AND AGREE THAT EVALUATION SERVICES MAY FUNCTION FOR A LIMITED PERIOD OF TIME, HAVE LIMITED FEATURES, MAY MAKE ERRORS, AND HAVE OTHER LIMITATIONS. NOTWITHSTANDING ANYTHING TO THE CONTRARY, MUSIC WILL IS PROVIDING EVALUATION SERVICES “AS IS'', AND MUSIC WILL DISCLAIMS ANY AND ALL WARRANTIES INCLUDING ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, AND STATUTORY WARRANTIES OF NON-INFRINGEMENT, LIABILITIES, AND INDEMNIFICATION OBLIGATIONS OF ANY KIND. IN THE EVENT OF A CONFLICT BETWEEN THIS SECTION 7.2.4 AND ANY OTHER TERMS, THIS SECTION 7.2.4 WILL SUPERSEDE SUCH TERMS WITH RESPECT TO EVALUATION SERVICES.

7.3. Licensed Educational Content.

Music Will may make available on the Services certain educational videos, exercises, and related supplementary materials that are owned by Music Will or its third party licensors (the “Licensed Educational Content”). Music Will grants to you a non-exclusive, non-transferable right to access and use the Licensed Educational Content as made available on the Services by Music Will solely for your personal, non-commercial, educational purposes. Unless expressly indicated on the Services that a particular item of Licensed Educational Content is made available to Users under alternate license terms, you may not distribute, sell, lease, or otherwise provide unauthorized access to the Licensed Educational Content to any third party.

7.5. Non-Commercial Use.

The Licensed Educational Content and Licensed Educational Code are intended for personal, non-commercial use only. Without limiting the foregoing, and notwithstanding the terms of any Alternate License for such Licensed Educational Content, the Licensed Educational Content may not be used, distributed or otherwise exploited for any commercial purpose, commercial advantage or private monetary compensation, unless otherwise previously agreed in writing by Music Will.

7.5.1. Impermissible Uses. Without limiting the generality of the foregoing, the following are types of uses that Music Will expressly defines as falling outside of “non-commercial” use:

● the sale or rental of (1) any part of the Licensed Educational Content, or (2) any collective work that includes any part of the Licensed Educational Content;

● the sale of advertisements, sponsorships, or promotions placed on the Licensed Educational Content, or any part thereof, or the sale of advertisements, sponsorships, or promotions on any website or blog containing any part of the Licensed Educational Material, including without limitation any “pop-up advertisements”.

● Use Characterization. Whether a particular use of the Licensed Educational Content is “non-commercial” depends on the use, not the user. Thus, a use of the Licensed Educational Content that does not require that users pay fees and that does not provide an entity with a commercial advantage is “non-commercial,” even if this use is by a commercial entity. Conversely, any use that involves charging users in connection with their access to the Licensed Educational Content is not “non-commercial,” even if this use is by a non-profit entity. As an example, a for-profit corporation’s use of the Licensed Educational Content for internal professional development or training of employees is permitted, so long as the corporation charges no fees, directly or indirectly, for such use. Conversely, as another example, a non-profit entity’s use of the Licensed Educational Content in connection with a fee-based training or educational program is NOT “non-commercial” and is not permitted.

7.6. Crediting Music Will.

If you distribute, publicly perform or display, transmit, publish, or otherwise make available any Licensed Educational Content or any derivative works thereof, you must also provide the following notice prominently along with such Licensed Educational Content or derivative work thereof: “All Music Will content is available for free at jamzone.musicwill.org” and adhere to the Music Will Brand Guidelines.

8. Prohibited Conduct

YOU AGREE NOT TO use any portion of the Services or access to the Services for any of the following:

to post, upload, generate, promote, or distribute any User Content or other content that is unlawful, defamatory, libelous, or invasive of another's privacy, or that a reasonable person could deem objectionable, including content that is hateful, harassing, threatening, sexually explicit, or promotes violence or self-harm;
to post, upload, generate, promote, or distribute any content that contains malware or is designed to damage, disrupt, or gain unauthorized access to any system, device, or data, or to reproduce, duplicate, copy sell, resell or otherwise exploit the Service;
to use any software, technology or other means or processes to scrape the Services or otherwise copy materials or other data from the Services, or use any content, data, output, or other information available from our site to develop, train, fine-tune, test, align, or otherwise improve any machine learning algorithms or artificial intelligence models;
use of the Services in any manner that is harmful to minors;
use of the Services to commit any act of educational or academic dishonesty; or engage in any other conduct that violates Music Will's Prohibited Conduct Guidelines, which are incorporated herein by reference and may be updated from time to time.

9. Specific Account Functionality

This section includes additional terms relevant to specific features or account functionality. Certain features and services may be limited by geographic restrictions and to Users who meet specific eligibility criteria relevant to the features and functionality offered. Supplemental terms and conditions may apply.

9.1. Integrated Service.

Music Will may permit you to register for the Services through, or otherwise associate your Music Will account with, certain third party social networking or integrated services, such as Google (“Integrated Service”). By registering for the Services using (or otherwise granting access to) an Integrated Service, you agree that Music Will may access your Integrated Service’s account information, and may store and use certain information already associated with the Integrated Service consistent with our Privacy Policy, and you agree to any and all terms and conditions of the Integrated Service regarding your use of the Services via the Integrated Service. You may revoke Music Will's access to your account on any Integrated Service at any time by updating the appropriate account settings of the respective Integrated Service. You should check your account settings on each Integration Service to understand the information sent to us through each Integration Service, and any changes you can make in those account settings. You agree that any Integrated Service is a Reference Site (as defined under Section 10 (Third Party Sites, Products and Services; Links) below) and you are solely responsible for your interactions with the Integrated Service as a result of accessing the Services through the Integrated Service. Music Will does not control the practices of Integrated Services, and you are advised to read the privacy policy and terms and conditions of any Integrated Service that you use to understand their practices.

10. Third Party Sites, Products and Services; Links

The Services may include links or references to other web sites or services solely as a convenience to Users (“Reference Sites”). Music Will does not endorse any such Reference Sites or the information, materials, products, or services contained on or accessible through Reference Sites. The Services may include access to third-party platforms, apps, add-ons, services or products (“Third-Party Products”). Use Third-Party Products with the Services may require access to Music Will to obtain or share certain user data, which Music Will will collect or provide on your behalf if you have enabled such Third-Party Product. Use of Reference Sites and Third-Party Products is subject to the relevant provider's terms and conditions and not this Agreement. ACCESS AND USE OF REFERENCE SITES AND THIRD-PARTY PRODUCTS, INCLUDING THE INFORMATION, MATERIALS, PRODUCTS, AND SERVICES ON OR AVAILABLE THROUGH REFERENCE SITES OR THIRD-PARTY PRODUCTS, IS SOLELY AT YOUR OWN RISK. Music Will does not control and has no liability for Reference Sites or Third-Party Products.

Certain Music Will features and services rely on the continued availability and functionality of independently operated third-party services, platforms, and application programming interfaces (“Third-Party Dependencies”). We refer to these as “Dependent Features”). Music Will makes no representations, warranties, or guarantees regarding the continued availability, functionality, or performance of any Dependent Feature or Third-Party Dependencies. Customer expressly acknowledges and agrees that Music Will is not responsible for any temporary or partial unavailability of any Dependent Feature caused by the suspension, termination, modification, or other lack of availability of Third Party Dependencies, and that Music Will may, without liability, suspend or discontinue any Dependent Feature if access to the relevant Third-Party Dependencies cannot be restored.

11. Modification of the Terms

11.1. General. Upon opening an account, you accept the Terms in the form posted on our website. Music Will reserves the right to change, modify, add, or remove portions of the Terms at any time. Please check the Terms and any Guidelines periodically for changes that are made after you open your account. Your continued use of the Services after the posting of changes constitutes your binding acceptance of such changes. For any material changes to the Terms, Music Will will make reasonable effort to provide notice to you of such amended Terms, such as by an email notification to the address associated with your account or by posting a notice on the website, and such amended terms will be effective against you on the earlier of (i) your actual notice of such changes and (ii) thirty days after Music Will makes reasonable attempt to provide you such notice. However, changes addressing new functions for a service or changes made for legal reasons will be effective immediately. If you do not agree to the modified Terms, you must discontinue your use of the Services. Disputes arising under these Terms will be resolved in accordance with the version of the Terms in place at the time the dispute arose.

12. Term and Termination

12.1. Term.

These Terms shall remain in full force and effect while you use the Services unless your account is terminated as provided in these Terms, in which case you no longer have the right to use the Services.

12.2. Termination by Music Will.

12.2.1. We provide access to our website and most of our Services free of charge, thanks in part to the generosity of our donors. While we will make reasonable efforts to inform Users of any termination or our Services or any material portion of our Services, we reserve the right to terminate or change any of our Services, or any tools, and features or elements of our Services as circumstances may warrant to the full extent permitted by applicable law.

12.2.2. If we determine that you are using the Services in a manner that is not in compliance with these Terms, Music Will may: (a) restrict, suspend or terminate: (i) any account (or any part thereof) you may have with Music Will or (ii) your use of the Services, and (b) remove and discard all or any part of your account, User profile, and User Content, at any time, in each case subject to applicable law. You agree that, to the full extent permitted by law, (i) any termination of your access to the Services or any account you may have (or portion thereof), may be affected without prior notice, and (ii) Music Will will not be liable to you or any third party for any such termination. Any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Music Will may have at law or in equity. As discussed herein, Music Will does not permit copyright, trademarks, or other intellectual property infringing activities on the Services, and will terminate access to the Services, and remove all User Content or other content submitted, by any Users who are found to be repeat infringers.

12.2.3. If Music Will is unable to provide any specific feature by reason of being unable to obtain access to Services required to provide the feature, or by reason of any law, regulation or administrative order, or by reason of any other cause beyond its reasonable control, Music Will may modify, suspend or terminate access to such features as such time as is reasonably necessary to address the cause.

12.3. Termination by You.

Your only remedy with respect to any dissatisfaction with (i) the Services, (ii) any term of these Terms, (iii) Guidelines, (iv) any policy or practice of Music Will in operating the Services, or (v) any content or information transmitted through the Services, is to terminate the Terms and your account. You may terminate these Terms at any time (prospectively only) by deleting your account with the Services and discontinuing use of any and all parts of the Services.

12.4. Responsibility for Pre-Termination Activity.

Termination of the Terms as to any User account will not limit Music Will’s rights and remedies regarding any breach of these Terms occurring prior to such termination.

13. Representations and Warranties

You warrant, represent and agree that you will not provide any User Content or otherwise use the Services in a manner that (i) infringes, violates or misappropriates another's intellectual property rights, rights of publicity or privacy, or other rights; (ii) violates any international, federal, state or local law, statute, ordinance or regulation or which would render Music Will in violation of any applicable laws or regulations, including without limitation, Applicable Privacy Laws (collectively, "Applicable Law"); (iii) is harmful, fraudulent, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, or otherwise Prohibited Conduct as defined in Section 8 of these Terms; or (iv) jeopardizes the security of your account or the Services in any way, such as allowing someone else access to your account or password or submitting User Content that contains viruses. Additionally, you represent, warrant and agree that (i) you possess all rights necessary to provide your User Content and grant Music Will the rights in these Terms; (ii) you will comply with Applicable Laws in connection with your use of the Services.

14. Indemnification

To the extent permitted by applicable law, you will indemnify, and defend, and hold harmless Music Will, and its affiliated companies, contractors, officers, directors, employees, agents and its third party suppliers, licensors, and partners (collectively, “Music Will Parties") from and against all losses, damages, liabilities, demands, judgments, settlements, costs and expenses of any kind (including legal fees and expenses), from any claim or demand made by any third party relating to or arising out of (i) your access to, and use of the Services that is not fully in accordance with these Terms; (ii) your failure to comply with Applicable Laws in connection with your use of the Services (including any failure to obtain or provide any required consent or notice); and (iii) your User Content, including the infringement by you or any third party using your account or School Accounts of any intellectual property right of any person or entity, to the extent the alleged claim or demand is caused by your foregoing User Content. Music Will reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Music Will, and you are to cooperate with Music Will’s defense of these claims. You agree not to settle any such matter without the prior written consent of Music Will.

15. Warranty Disclaimers

15.1. Warranty Disclaimers.

THE SERVICES, WEBSITE, AND ANY ASSOCIATED CONTENT, THIRD-PARTY CONTENT, THIRD-PARTY WEBSITES, THIRD-PARTY APPLICATIONS, USER CONTENT, AND ALL DATA AND INFORMATION MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE WEBSITE OR SERVICES (COLLECTIVELY, THE "MUSIC WILL OFFERINGS"), ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS” BASIS. THE MUSIC WILL PARTIES DO NOT WARRANT THAT THE MUSIC WILL OFFERINGS WILL MEET OR BE CORRECTED TO MEET YOUR REQUIREMENTS OR EXPECTATIONS, BE TO YOUR LIKING, BE TIMELY, SECURE, ACCURATE, OR BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS.

YOU UNDERSTAND AND AGREE THAT YOUR USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAINING OF CONTENT, WEBSITE MATERIALS, SOFTWARE, OR DATA THROUGH THE WEBSITE (INCLUDING THROUGH ANY API’S) IS AT YOUR OWN DISCRETION AND RISK, AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS THEREFROM.

TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, THE MUSIC WILL PARTIES DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND REGARDING THE MUSIC WILL OFFERINGS, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, ACCURACY, PERFORMANCE, AVAILABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

15.2. Limitations by Applicable Law.

SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.

16. Limitation of Liability and Damages

16.1. Limitation of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL THE MUSIC WILL PARTIES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION LOST BUSINESS, LOST REVENUES OR PROFITS, LOSS OF DATA, OR ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS OR DAMAGE OF ANY NATURE WHATSOEVER) ARISING OUT OF OR RELATING (i) TO THE TERMS; (ii) YOUR USE OF (OR INABILITY TO USE) THE WEBSITE OR THE MUSIC WILL OFFERINGS, OR (iii) ANY OTHER INTERACTIONS WITH MUSIC WILL OR ANY THIRD PARTY THROUGH OR IN CONNECTION WITH THE MUSIC WILL OFFERINGS, INCLUDING OTHER USERS, EVEN IF MUSIC WILL OR A MUSIC WILL PARTIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, THE MUSIC WILL PARTIES’ LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

16.2. Limitation of Damages.

IN NO EVENT WILL THE MUSIC WILL PARTIES' TOTAL AGGREGATE LIABILITY TO YOU, FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THE TERMS, YOUR USE OF ANY MUSIC WILL OFFERING, OR YOUR INTERACTION WITH OTHER USERS (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, OR OTHERWISE), EXCEED THE GREATER OF ACTUAL AMOUNT PAID BY YOU TO MUSIC WILL, IF ANY, DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM OR ONE HUNDRED DOLLARS ($100). FOR CLARITY, IF YOU ARE ACCESSING THE SERVICES FOR SCHOOL USE OR ON BEHALF OF AN INSTITUTION, THIS AGGREGATE CAP ON LIABILITY WILL BE MEASURED BY THE AMOUNT PAID BY YOUR SCHOOL OR INSTITUTION TO MUSIC WILL IN THE PRECEDING TWELVE MONTHS (OR SIMPLY ONE HUNDRED DOLLARS ($100), IF NO SUCH PAYMENT), AND APPLIES TO ALL DAMAGES, LOSSES AND CAUSES OF ACTION SUFFERED BY YOU, YOUR SCHOOL, OR INSTITUTION, AND ALL OTHER USERS FROM YOUR SCHOOL OR INSTITUTION, COLLECTIVELY.

16.3. Basis of the Bargain.

YOU ACKNOWLEDGE AND AGREE THAT MUSIC WILL HAS OFFERED THE SERVICES AND ENTERED INTO THE TERMS IN RELIANCE UPON THE DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND MUSIC WILL, AND THAT THE DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND MUSIC WILL. MUSIC WILL WOULD NOT BE ABLE TO PROVIDE THE SERVICES TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.

16.4. User Interactions and Release.

16.4.1. User Disputes. Music Will is not responsible for the actions, content, information or data of other third parties, including other Users. You are solely responsible for your interactions with other Users of the Services, and any other parties with whom you interact through the Services. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline interaction with any other person. We reserve the right, but have no obligation, to become involved in any way with these disputes.

16.4.2. Release. If you have a dispute with one or more Users, you release us (and the Music Will Parties) from all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes, including damages for loss of profits, goodwill, use, privacy or data. If you are a California resident, you waive your rights under California Civil Code §1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his settlement with the debtor." And, if you are not a California resident, you waive your rights under any applicable statutes of a similar effect, to the fullest extent permissible under applicable law.

17. Miscellaneous (Including Dispute Resolution and Arbitration)

17.1. Notice.

Music Will may provide you with notices, including those regarding changes to the Terms, by email, postings on the website or Services, or other reasonable means. Notice will be deemed given twenty-four hours after email is sent, unless Music Will is notified that the email address is invalid. Notices posted on the website or Services are deemed given 30 days following the initial posting. Any notices directed to Music Will shall be sent by first class U.S. Mail to Music Will at 440 N Barranca Ave #1753, Covina CA 91723 with a copy sent by email to Music Will.

17.2. Waiver.

The failure of Music Will to exercise or enforce any right or provision of the Terms will not constitute a waiver of such right or provision. Any waiver of any provision of the Terms will be effective only if in writing and signed by Music Will.

17.3. Governing Law.

The Terms will be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of law that would cause the application of the laws of any other jurisdiction.

17.4. Dispute Resolution and Arbitration.

PLEASE READ THIS SECTION CAREFULLY BECAUSE IT AFFECTS YOUR RIGHTS. EXCEPT AS REQUIRED BY APPLICABLE LAW OTHERWISE SPECIFIED IN APPLICABLE SUPPLEMENTAL TERMS, BY AGREEING TO BINDING ARBITRATION, YOU WAIVE YOUR RIGHT TO LITIGATE DISPUTES THROUGH A COURT AND TO HAVE A JUDGE OR JURY DECIDE YOUR CASE. YOU ALSO AGREE TO WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR OTHER REPRESENTATIVE ACTION. TO THE FULLEST EXTENT PERMITTED BY LAW, IF A DISPUTE IS NOT FILED WITHIN ONE YEAR, IT IS PERMANENTLY BARRED.

17.4.1. Generally. In order to expedite and control the cost of disputes, Music Will and you agree that any legal or equitable claim, dispute, action or proceeding arising from or related to your use of the Services or these Terms (“Dispute”) will be resolved as follows to the fullest extent permitted by law:

17.4.2. Notice of Dispute. In the event of a Dispute, you or Music Will must give the other a written statement that sets forth the name, address, and contact information of the party giving it, the facts giving rise to the Dispute, and a proposed solution (a “Notice of Dispute”). You must send any Notice of Dispute by first class U.S. Mail to Music Will at 440 N Barranca Ave #1753, Covina CA 91723 with a copy sent by email to Music Will. Music Will will send any Notice of Dispute to you by first class U.S. Mail to your address if Music Will has it, or otherwise to your email address. You and Music Will will attempt in good faith to resolve any Dispute through informal negotiation within sixty (60) days from the date the Notice of Dispute is sent. After sixty (60) days, you or Music Will may commence arbitration.

17.4.3. Binding Arbitration. Any Dispute which has not been resolved by negotiation as provided herein within sixty (60) days or such time period as you and Music Will may otherwise agree, shall be finally resolved by binding arbitration as described in this Section 17.4 (Dispute Resolution and Arbitration). The U.S. Federal Arbitration Act governs the interpretation and enforcement of this Section 17.4. You are giving up the right to litigate (or participate in as a party or class member) all Disputes in court before a judge or jury. Instead, all Disputes except those specified in Section 17.4.6 below, will be resolved before a neutral arbitrator, whose decision will be final except for a limited right of appeal under the Federal Arbitration Act. The place of arbitration shall be Los Angeles County, California. Any court with jurisdiction over the parties may enforce the arbitrator’s award.

17.4.4. Class Action Waiver. Any proceedings to resolve or litigate any Dispute in any forum will be conducted solely on an individual basis. Neither you nor Music Will will seek to have any Dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity. You may file a Dispute only on your own behalf and cannot seek relief that would affect other Users. If there is a final judicial determination that any particular Dispute cannot be arbitrated in accordance with the limitations of this Section 17.4 (Dispute Resolution and Arbitration), then only that Dispute may be severed and brought in court. All other Disputes remain subject to this Section 17.4 (Dispute Resolution and Arbitration).

17.4.5. Arbitration Procedures. A demand for arbitration must be personally signed by the party initiating arbitration (and their counsel, if represented). By signing the demand for arbitration, a party (and their counsel, if represented) certifies that they have complied with (i) the mandatory Notice of Dispute procedure above and (ii) all of the requirements of Federal Rule of Civil Procedure 11(b). The arbitrator is authorized to award any relief or impose any sanctions available under Federal Rule of Civil Procedure 11 or applicable federal or state law against all appropriate persons (including counsel) as a court would. Any arbitration will be conducted by JAMS under the JAMS Comprehensive Arbitration Rules and Procedures (“JAMS Rules”) in effect at the time the Dispute is filed, except as supplemented, where applicable, by the JAMS Mass Arbitration Procedures and Guidelines (“JAMS Mass Arbitration Procedures”). You may request a telephonic or in-person hearing by following the JAMS Rules. In a dispute involving $10,000 or less, any hearing will be telephonic unless the arbitrator finds good cause to hold an in-person hearing instead. To the extent the forum provided by JAMS is unavailable, Music Will and you agree to select a mutually agreeable alternative dispute resolution service and that such alternative dispute resolution service shall apply the JAMS Rules. The arbitrator may award the same damages to you individually as a court could. The arbitrator may award declaratory or injunctive relief to you only individually, and only to the extent required to satisfy your individual claim. The arbitrator may consider but will not be bound by rulings in other arbitrations where you and Music Will were not both parties.

17.4.6. Arbitrator’s Jurisdiction. The arbitrator will have the power to rule on all issues except that a court has authority (i) to decide arbitrability issues, as well as disputes relating to the formation, existence, scope, validity, and enforceability of this Arbitration Agreement; (ii) to decide whether the parties have complied with the Notice of Dispute process; (iii) to enforce the prohibition on class or representative actions or proceedings; (iv) to enjoin an arbitration from proceeding if it does not comply with this the terms of this Arbitration Agreement; and (v) to award injunctive or other equitable relief to protect or enforce either party’s intellectual property rights.

17.4.7. Arbitration Fees. Whoever files the arbitration will pay the initial filing fee. If Music Will files, then Music Will will pay; if you file, then you will pay unless you get a fee waiver under the applicable arbitration rules. Each party will bear the expense of that party’s attorneys, experts, and witnesses, and other expenses, regardless of which party prevails, but a party may recover any or all expenses from another party if the arbitrator, applying applicable law, so determines.

17.4.8. Filing Period. To the extent permitted by law, any Dispute under these Terms must be filed within one (1) year in an arbitration proceeding. The one-year period begins when the events giving rise to the Dispute first occur, except that the period is tolled during the 60-day Notice of Dispute process described above. If a Dispute is not filed within one year, it is permanently barred.

17.4.9. Venue. In the event that any Dispute cannot be resolved by binding arbitration in accordance with this Section 17.4 (Dispute Resolution and Arbitration), you agree that such Dispute will be filed only in the state or federal courts in and for Los Angeles County, California, and each of you and Music Will hereby consent and submit to the personal and exclusive jurisdiction of such courts for the purpose of litigating any such action. Notwithstanding this, Music Will shall still be allowed to apply for injunctive or other equitable relief to protect or enforce its intellectual property rights in any court of competent jurisdiction.

17.5. Severability.

If any provision of the Terms or any Guidelines is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from the Terms to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.

17.6. Assignment.

The Terms and related Guidelines, and any rights and licenses granted hereunder, may not be transferred or assigned by you without Music Will’s prior written consent, but may be assigned by Music Will without consent or any restriction. Any assignment attempted to be made in violation of the Terms shall be null and void.

17.7. Survival.

Upon termination of the Terms, any provision which, by its nature or express terms should survive, will survive such termination or expiration, including, but not limited to, Sections 4.1 (Privacy Policy), 5 (User Content; License Grant), 6 (Digital Millennium Copyright Act), 7 (Proprietary Materials; Licenses), 8 (Prohibited Conduct); 11.1 (Modification of the Terms; General); 12.2 (Termination by Music Will); 12.5 (Responsibility for Pre-Termination Activity); 13 (Representations and Warranties); 14 (Indemnification); 15 (Warranty Disclaimers); 16 (Limitation of Liability; Damages); and 17 (Miscellaneous (Including Dispute Resolution and Arbitration).

17.8. Headings.

The heading references herein are for convenience purposes only, do not constitute a part of the Terms, and will not be deemed to limit or affect any of the provisions hereof.

17.9. Entire Agreement.

The Terms, the Privacy Policy and Guidelines constitute the entire agreement between you and Music Will relating to the subject matter herein and will not be modified except in writing, signed by both parties, pursuant to supplemental terms as set forth in Section 4.2 (Supplemental Terms), or by a change to the Terms, Privacy Policy or Guidelines made by Music Will as set forth in Section 11 (Modification of the Terms) above.

17.10. Disclosures.

The Services are hosted in the United States, and the Services provided hereunder are offered by Music Will: 440 N Barranca Ave #1753, Covina CA 91723.

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