Terms and Conditions of Use

Last updated: February 4, 2016

YOUR USE OF THIS APP, THE SERVICES IT ENABLES, RELATED WEBSITES AND/OR THE CONTENT CONTAINED THEREIN CONSTITUTES YOUR AGREEMENT TO BE BOUND BY THESE TERMS AND CONDITIONS OF USE. YOU MUST BE AT LEAST 18 YEARS OLD TO USE THE APP OR SERVICES, OR, IF YOU ARE BETWEEN THE AGES OF 13 AND 18, YOU MUST HAVE YOUR PARENT OR GUARDIAN’S PERMISSION TO USE THE APP OR SERVICES AND YOU REPRESENT AND WARRANT THAT YOU HAVE YOUR PARENT OR GUARDIAN’S PERMISSION. CHILDREN UNDER THE AGE OF 13 MAY NOT USE THE APP OR SERVICE OR REGISTER FOR AN ACCOUNT.

MuseAmi, Inc. (“Company”) provides software applications and related websites (collectively, the “App”) that allow users to interact with notated music (commonly known as sheet music) by photographing it (the “Services”). The Services enable fully automated MIDI playback, key and tempo adjustment, transposition, storage and other digital interaction with music.

The App, including all of its features and content, and the Services are made available by Company or its present or future affiliates and all content, information, text, photographs, video, audio, graphics and software provided on or through the App (the “Content”) and Services may be used solely under the following terms and conditions of use (“Terms of Use”).

1. Limited App License. The App, the Content and the Services are protected by copyrights, trademarks, patents, service marks and/or other proprietary rights and laws of the U.S. and other applicable countries. As a user of the App you are granted a nonexclusive, nontransferable, revocable, limited license to access and use the App, the Content and the Services in accordance with these Terms of Use. Company may terminate this license at any time for any reason or no reason. Certain features and areas of the App require you to register, create an account and become a member (a “Member”).

2. Fees and Payments. Company may charge fees for access to certain parts of the App, the Content and the Services. In order to access these areas and use the Services, you must become a Member. Any specific arrangement you may make with Company regarding payment of fees shall not affect in any way your other obligations under these Terms of Use, except as provided otherwise herein. You shall pay all fees and charges incurred through your account at the rates in effect for the pay period in which such fees and charges are incurred, including but not limited to charges for any products or services offered for sale through the App. All fees and charges shall be billed to you, and you shall be solely responsible for their payment. You shall pay all applicable taxes relating to the use of the App, Content, Services and other products or services through your account. Certain portions of the App, or the App as a whole, may require a subscription and a prepaid fee which may be modified from time to time in Company’s sole discretion. The prepaid fee, and all taxes and other fees related thereto will be paid by you in advance. In no event will you be allowed access to any portion of the App, the Content or the Services for which a prepaid fee is required unless and until Company receives all fees and charges payable by you.

3. Limitations on Use; Third Party Communications.

3.1. Limitations on Use.

(a) You may not decompile, recompile, reverse engineer, disassemble, rent, lease, loan, sell, sublicense, or create derivative works from the App or the Content. You may not use any network monitoring or discovery software to determine the App’s architecture, or extract information about usage, individual identities or users. You may not use any robot, spider, crawler, scraper or any other automatic software or a camera or other device, or manual process to monitor or copy the App or the Content. Unless permitted by law or license, you may not copy, modify, reproduce, republish, distribute, display, or transmit for commercial, noncommercial or public purposes all or any portion of the App or the Content. You may not use, transfer, distribute or dispose of the App, the Content or the Services in any manner that could compete with the business of Company. You may not use or otherwise export or re-export the App or any portion thereof, or the Content in violation of the export control law and regulations of the United States of America. Any unauthorized use of the App, the Services or the Content is prohibited.

(b) You may only use MusicPal Scores for individual, non-commercial, educational purposes. You may not use the App, Services or Content in a way that violates the copyright or any other intellectual property right of any third party, including, without limitation, owners of the sheet music and musical compositions with which you use the App or Services (each such file created using the App is referred to herein as a “MusicPal Score”). You may not use the App or Service: (i) to reproduce or distribute any MusicPal Score or underlying sheet music except as otherwise provided herein or by law; (ii) to circumvent any digital rights management or any other copyright rights protection measures; (iii) to remove or falsify any copyright notices or other copyright management information; (iv) to take any photographs of subject matter falling outside the scope of the Services as described herein, including, without limitation, photographs not of sheet music; (v) to create MusicPal Scores of, or otherwise use the App or Service in connection with, any sheet music that you do not lawfully own or otherwise lawfully possess, except as otherwise provided by law; (vi) as a replacement for purchasing or otherwise lawfully obtaining sheet music, unless otherwise permitted by law; or (vii) for any illegal purpose, in any illegal manner or in any manner inconsistent with these Terms of Use.

(c) You hereby represent and warrant that (i) you will only use the App and Services in connection with sheet music that you have lawfully purchased or otherwise lawfully own, unless otherwise permitted by law; (ii) you will not make any other use of the App, Services or Content in violation of these Terms of Use; (iii) you are not located in 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; and (iv) you are not listed on any U.S. Government list of prohibited or restricted parties.

3.2. Third Party Communications. Company disclaims all liability for any Third Party Communications, as defined below, that you may receive and any actions you may take or refrain from taking as a result of any Third Party Communications. You are solely responsible for assessing and verifying the identity and trustworthiness of the source and content of any Third Party Communications. Company assumes no responsibility for verifying, and makes no representations or warranties regarding, the identity or trustworthiness of the source or content of any Third Party Communications. As used herein, “Third Party Communications” means any communications directed to you from any third party directly or indirectly in connection with the App, the Content or the Services.

4. Intellectual Property Rights. Intellectual Property Rights. Except as expressly provided in these Terms of Use, nothing contained herein shall be construed as conferring on you or any third party any license or right, by implication, estoppel or otherwise, under any law (whether common law or statutory law), rule or regulation including, without limitation, those related to copyright or other intellectual property rights. You agree that the App, the Content and the Services are protected by copyrights, trademarks, service marks, patents and/or other proprietary rights and laws.

5. Registration. Registration. Certain sections of the App require you to register. If registration is required, you agree to provide accurate and complete registration information. It is your responsibility to inform Company of any changes to that information. Each registration is for a single individual only unless otherwise specifically agreed between you and Company. Company does not permit i) anyone other than you to use or access the Content or sections of the App requiring registration or to make use of the Services by using your name or password; or ii) access through a single name that is made available to multiple users on a network or otherwise. You are responsible for preventing such unauthorized use. If you believe there has been unauthorized use, you must notify Company immediately by emailing legal@museami.com.

6. Errors and Corrections. Company does not represent or warrant that the App, the Content or the Services will be error-free, free of viruses or other harmful components, or that defects will be corrected or that they will always be accessible. Company does not warrant or represent that the Content or the Services available on or through the App will be correct, accurate, timely, or otherwise reliable. Company may make improvements and/or changes to its features, functionality, the App, the Content or the Services at any time.

7. Assumption of Risk. You are solely responsible for ensuring that your use of the App and the Services complies with applicable law and does not violate the rights of any third party, including, without limitation, copyright rights. You assume all liability for any claims, suits or grievances filed against you, including, but not limited to, all damages related to your use of the App and/or Services.

8. DISCLAIMER. THE APP, THE CONTENT, AND THE SERVICES ARE PROVIDED ON AN “AS IS, AS AVAILABLE” BASIS. COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. COMPANY DISCLAIMS ALL RESPONSIBILITY FOR ANY LOSS, INJURY, CLAIM, LIABILITY, AND/OR DAMAGE OF ANY KIND RESULTING FROM, ARISING OUT OF OR IN ANY WAY RELATED TO (A) ANY ERRORS IN OR OMISSIONS FROM THE APP, THE CONTENT, OR THE SERVICES INCLUDING, BUT NOT LIMITED TO, TECHNICAL INACCURACIES AND TYPOGRAPHICAL ERRORS, (B) THIRD PARTY COMMUNICATIONS, (C) ANY THIRD PARTY APPS OR CONTENT THEREIN DIRECTLY OR INDIRECTLY ACCESSED THROUGH LINKS IN THE APP, INCLUDING BUT NOT LIMITED TO ANY ERRORS IN OR OMISSIONS THEREFROM, (D) THE UNAVAILABILITY OF THE APP, THE CONTENT, THE SERVICES OR ANY PORTION THEREOF, (E) YOUR USE OF THE APP, THE CONTENT OR THE SERVICES, AND (F) YOUR USE OF ANY EQUIPMENT OR SOFTWARE IN CONNECTION WITH THE APP, THE CONTENT OR THE SERVICES.

9. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW, COMPANY SHALL NOT BE LIABLE FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING FROM YOUR USE OF THE APP, THE CONTENT, THE SERVICES, ANY FACTS OR OPINIONS APPEARING ON OR THROUGH ANY THIRD PARTY COMMUNICATIONS. TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW, COMPANY SHALL NOT BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES) IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE APP, THE CONTENT, THE SERVICES OR ANY THIRD PARTY COMMUNICATIONS. TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW, COMPANY SHALL NOT BE LIABLE TO ANY PARTY FOR CLAIMS ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE APP OR SERVICES, INCLUDING, WITHOUT LIMITATION, CLAIMS FOR COPYRIGHT INFRINGEMENT. TO THE EXTENT THE FOREGOING LIMITATION OF LIABILITY IS PROHIBITED OR FAILS OF ITS ESSENTIAL PURPOSE, COMPANY’S SOLE OBLIGATION TO YOU FOR DAMAGES SHALL BE LIMITED TO $100.00, UNLESS OTHERWISE REQUIRED BY APPLICABLE LAW.

YOU AND COMPANY AGREE THAT ANY PROCEEDINGS TO RESOLVE OR LITIGATE ANY DISPUTE ARISING HEREUNDER WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS, AND THAT YOU WILL NOT SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION, A REPRESENTATIVE ACTION, A COLLECTIVE ACTION, A PRIVATE ATTORNEY-GENERAL ACTION, OR IN ANY PROCEEDING IN WHICH YOU ACT OR PROPOSE TO ACT IN A REPRESENTATIVE CAPACITY. YOU FURTHER AGREE THAT NO PROCEEDING WILL BE JOINED, CONSOLIDATED, OR COMBINED WITH ANOTHER PROCEEDING WITHOUT THE PRIOR WRITTEN CONSENT OF COMPANY AND ALL PARTIES TO ANY SUCH PROCEEDING.

10. Indemnification. You agree to indemnify, defend and hold harmless Company, its present and future officers, directors, employees, agents, licensors, suppliers and any third party information providers to the App from and against all claims, losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from any violation of these Terms of Use by you or arising from or related to your use or misuse of the App or Services (including, without limitation, use in contravention of copyright and other intellectual property law).

11. Third Party Rights. The provisions of paragraphs 8 (Disclaimer), 9 (Limitation of Liability) and 10 (Indemnification) are for the benefit of Company and its present and future officers, directors, employees, agents, licensors, suppliers, and any third party providers to the App. Each of these individuals or entities shall have the right to assert and enforce those provisions directly against you on its own behalf.

12. Unlawful Activity; Termination of Access. Company reserves the right to investigate complaints or reported violations of the Terms of Use and to take any action Company deems appropriate including but not limited to reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to Member profiles, e-mail addresses, usage history, posted materials, IP addresses and traffic information. Company may discontinue any party’s participation in the Services and/or the App at any time for any reason or no reason.

13. Remedies for Violations. Company reserves the right to seek all remedies available at law and in equity for violations of these Terms of Use, including but not limited to the right to block access from a particular IP address or other user identifier to the App, the Services and any other Company apps and their features.

14. Governing Law and Jurisdiction. The Terms of Use are governed by and construed in accordance with the internal law of the State of New York without regard to its principles of conflicts of laws and any action arising out of or relating to these Terms of Use shall be filed only in the state or federal courts located in the State of New York in the County of New York and you hereby consent and submit to the exclusive personal jurisdiction of such courts for the purpose of litigating any such action.

15. Privacy. Your use of the App is subject to Company’s Privacy Policy.

16. Severability of Provisions. These Terms of Use incorporate by reference any notices contained on the App and the Privacy Policy and constitute the entire agreement with respect to access to and use of the App, the Services and the Content. If any provision of these Terms of Use is deemed unlawful, void or unenforceable by a court of law exercising proper jurisdiction, that provision shall be deemed severed from the remaining provisions and shall not affect their validity and enforceability. No waiver of any provision hereof shall be valid unless in writing signed by the parties. No failure to enforce any right or remedy hereunder shall operate as a waiver of the right to enforce such right or remedy in the future or of any other right or remedy.

17. Apple-Specific Provisions. These Terms of Use are between you and Company only and Apple Inc. (“Apple”) is not a party hereto. These Terms of Use are not intended to provide for usage rules that are less restrictive than those provided in Apple’s usage rules for licensed applications, or to otherwise conflict with the Apple App Store Terms of Service. You may only use the App on an iPhone or iPod touch that you own or control and only as permitted by the usage rules set forth in Apple’s App Store Terms of Service. Only Company is responsible for providing maintenance and support services related to the App as specified herein and under applicable law, and you and Company acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App, if one is ever charged, to you; and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be Company’s sole responsibility. You and Company acknowledge that Company, not Apple, is responsible for addressing any claims of end-users or any third party relating to the App or your possession and/or use of that App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. You and Company acknowledge that, in the event of any third party claim that the App or your possession and use of the App infringes that third party’s intellectual property rights, Company and you (as provided for herein), not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim. Apple and its subsidiaries are third party beneficiaries to these Terms of Use and upon your acceptance of these Terms of Use Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms of Use against end-users as a third party beneficiary hereof.

18. Modifications to Terms of Use. Company reserves the right to change these Terms of Use at any time. Updated versions of the Terms of Use will appear on the App and are effective immediately. You are responsible for regularly reviewing the Terms of Use. Continued use of the App after any such changes constitutes your consent to such changes.

Please direct any questions, complaints or claims regarding the App or the Service to:

MuseAmi, Inc.
100 Canal Pointe Boulevard, Suite 117,
Princeton, NJ 08540

Phone: 609-917-3000
Email: legal@museami.com