Terms of Service Agreement – Baldwin Studios

Last Updated: September 4, 2022

Welcome!  Thank you for your interest in Baldwin Studios (“Baldwin Studios,” as “we,” or “us”) and our website at https://baldwinstudios.net, along with our related websites, associated applications, lessons, curriculum and other Services provided by us (collectively, the “Service”). These Terms of Service are a legally binding contract between you and Baldwin Studios regarding your use of the Service.

PLEASE READ THESE TERMS CAREFULLY:

BY CLICKING THE “AGREE” CHECKBOX OR “SIGNUP” OR “LOGIN” (OR SIMILAR LANGUAGE), ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING BALDWIN STUDIOS PRIVACY POLICY (TOGETHER, THESE “TERMS”). If you are not eligible, or do not agree to the Terms, then you do not have our permission to use the Service. YOUR USE OF THE SERVICE, ALONG WITH OUR PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY BALDWIN STUDIOS AND BY YOU TO BE BOUND BY THESE TERMS.

If you are a commercial entity,  organization,  or company, or affiliate, or partner,  you may not use the Service as it is for personal,  independent, private use only.

The below terms apply to your use of Baldwin Studios, including an agreement to arbitrate (if you do not opt out). Your trust is important to us, and we want you to understand these terms.

We include summaries like this as courtesy and clarity, but the terms and not the summaries reflect our agreement.

  1. WHAT WE DO

The Service provides remote lessons using the conferencing Service provided by Zoom Video Communications, Inc. (“Zoom”).  See https://zoom.us for more details.

We teach remote music lessons using Zoom.  Lessons and curriculum are designed to do that.

  1. YOUR USE OF THE SERVICE

Eligibility. By using our Service and agreeing to these Terms, you: (a) are at least 18 years old; (b) agree to provide information that is up to date and accurate; and (c) are physically able to use the service, (d) have not been suspended or removed from the Service.

Health Fitness and Disabilities. If you or your child have history of disability or injury (whiplash or other) you are to get proper medical attention on readiness before and during lessons.  You must inform Baldwin Studios of any such health issues.

Injury Eligibility. While using the Service, if you feel lessons have created injury in some way,  you must inform the teacher as soon as it occurs.  Baldwin Studios teacher can then have an opportunity to try to resolve the issue,  make recommendations to possibly discontinue for a time to heal and/or advise to seek proper medical attention.

Required Account. You must have an active Zoom account to use the Service. You must be logged into and allow a connection from the Service. Baldwin Studios is not an affiliate or partner of Zoom or any third party.

Minors. Those under 18 years of age may use the Service under the supervision of a parent or guardian. 

Limited Rights. Subject to your compliance with these Terms, we grant you, solely for your personal and non-commercial use, a limited, non-exclusive, non-transferable, revocable right to: (a) (if applicable) use the Service on a device that you own or control; and (b) benefit from using the Service;(c) interact with others using the Service.

Permission Restrictions. You may not: (a) reproduce, distribute, publicly display, or publicly perform any part of the Service; (b) make any modifications to the Service; (c) interfere with, circumvent or disable any features of the Service, including any of the security or access control mechanisms; or (d) reverse engineer or attempt to discover the source code of any portion of the Service. If you are prohibited under applicable law from using the Service, you may not use it.

Prohibited Conduct. To use the Service, you agree not to:

  1. use the Service for any illegal purpose or in violation of any local, state, national, international law, or these Terms;
  2. harass, threaten, demean, embarrass, bully, defame, defraud, or otherwise harm any other user of the Service or Baldwin Studios as an entity;
  3. defame Baldwin Studios on posts of social media,  blogs,  online forums or other platforms, especially if you did not allow Baldwin Studios time and effort to adequately resolve potentially negative issues beforehand;
  4. violate, or encourage others to violate, any right of a third party, including by misappropriating, or infringing any third-party intellectual property right;
  5. interfere with flow or operation of the Service or any user’s enjoyment of the Service, including by: (i) uploading or otherwise disseminating any portion of the Service, adding virus, adware, spyware, worm, or other malicious code in association with the Service; (ii) making any unsolicited offer or advertisement to another user of the Service; (iii) collecting personal information about another user or third party without consent; or (iv) disrupting or interfering with any website, network, equipment, or server connected to or used to provide the Service;
  6. sell or otherwise transfer your rights under these Terms; or
  7. attempt to do any of the acts described in this Section or assist or permit any person in engaging in any of the acts described in this Section.

We ask that you respect the law, our intellectual property and policies, and other users.

  1. PRICING

We reserve the right to determine pricing for our Service. We will try to keep pricing on the website up to date so we encourage you to check back. If we change the fees for any feature of the Service, we will give you advance notice before they apply.  Promotional offers may have different features and pricing.  Unless made to you directly, offers will not apply to your offer or these Terms.

  1. LESSON PAYMENTS

Payment are to be made before lessons are scheduled and attended.  If you attend a lesson without payment (for whatever reason),  you must pay for the lesson.  If you need to make special payment arrangements,  please text us about it. Please See the FAQ’s for more details.

  1. INTELLECTUAL PROPERTY

Ownership. The Service is owned and operated by Baldwin Studios.

Feedback. If you choose to provide us with input and suggestions regarding the Service (“Feedback”), you agree we can use the Feedback in any way we choose for any purpose, including to improve the Service and create other products and Service, without compensation to you.

  1. CONTENT PROVIDED BY YOU AND OTHER USERS

Content. The lessons and Service is for personal, private use only.  You may not record,  transmit or re-transmit content of other users of the Service. This refers to messages, images, text, audio content (including voice, sound recordings, and musical works), comments, photos, video (including all sound recordings and musical works embodied therein) or other types of works of authorship (“User Content”).

Monitoring. We do not permit copyright-infringing activities while using the Service.  We are not obligated to: (a) edit or control any User Content; or (b) monitor any User Content or third-party content on the Service or the use of the Service or any content. However, we may investigate and determine in our sole discretion whether any User has violated these Terms.  We may discontinue Service to anyone in violation at our sole discretion.

  1. HOW WE COMMUNICATE WITH YOU

We prefer texting to communicate about lessons and scheduling,  questions that require short discussion.  Phone conversations may be used for more detail.  You may Contact Us to choose alternate methods of communicating with us by letting us know your preference.  We may send you messages via Zoom in-app notifications during lessons. You can adjust notifications in your settings within Zoom. We may also send you emails concerning our products and Service or new promotions. You can opt out of emails by following the instructions in the email itself.

  1. THESE TERMS MAY CHANGE

We reserve the right to change these Terms any time. Please check back periodically for changes. We may require that you accept the modified Terms in order to continue to use the Service. Changes are effective upon publication or your acceptance of them.

  1. THE SERVICE MAY CHANGE

We reserve the right to modify or discontinue the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently. We will notify you if we decide to discontinue the Service.

  1. TERM & TERMINATION

These Terms are effective when you accept these Terms when using the Baldwin Studios website “Sign Up” form,  as well as when you “Login” to Zoom to begin lessons to access the Service,  ending when terminated as described below.

We reserve the right to refuse, terminate or suspend the Service to anyone, at any time,  with or without a reason,  without burden of compensation, liability, obligations or prior notice.

If you violate any provision of these Terms, your authorization to access the Service and these Terms automatically terminate.  Payments received by you to reserve your space for future lessons will not be refunded.

You may also terminate these Terms at any time as described below by contacting us.

  1. EFFECT OF TERMINATION

We require a 30-day Notice by text to discontinue lessons and the Service and payments to us.

When these Terms terminate: (a) rights granted by us to you will terminate and you must immediately stop using the Service; (b) you must pay us any unpaid amount that was due prior to termination; and (c) all payment obligations or balance prior to termination are due, including any amount due on a 30-day notice to discontinue Service and (d) Sections 5 (Intellectual Property), 6 (Content Provided by You and Other Users), 11 (Effect of Termination), 12 (Indemnity), 13 (Warranty Disclaimer), 14 (Limitation of Liability), 15 (Dispute Resolution; Arbitration), 16 (Governing Law), 17 (Miscellaneous) will survive.

Even after termination, some of these terms will stay effective.

 

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LEGAL TERMS, PROCESSES & DETAILS

  1. INDEMNITY

To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify Baldwin Studios, owner,  director, teacher, assistants,  from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including attorneys’ fees and costs, arising out of or connected with: (a) your unauthorized use of, or misuse of, the Service; (b) your violation of these Terms or any applicable law or regulation; (c) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and a third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree in cooperating with our defense of such claims.

When you violate these terms or get in a dispute, we may ask you to reimburse us for various related costs.

  1. WARRANTY DISCLAIMER

THE SERVICE AND ALL MATERIALS, METHODS, RECOMMENDATIONS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” ON AN “AS AVAILABLE” AND “AS SHOWN” BASIS. WE DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF ADVISING,  DEALING OR INTERACTING.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM BALDWIN STUDIOS ENTITY OR MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT AND YOUR DEALING WITH ANY OTHER USER OF THE SERVICE.

YOU UNDERSTAND AND AGREE THAT YOU USE THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO PROPERTY OR PHYSICAL ISSUES RESULTING FROM INSTRUCTION, METHODS,  ADVICE, GUIDANCE OR DIRECTIONS OFFERED.

THE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. We do not disclaim any warranty or other right that we are prohibited from disclaiming under applicable law.

We continue to improve Baldwin Studios, but we don’t guarantee that Baldwin Studios will meet your expectations.

  1. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL BALDWIN STUDIOS BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR USING INSTRUCTION GIVEN, METHODS, RECOMMENDATION, MATERIALS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE BALDWIN STUDIOS ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

EXCEPT AS PROVIDED IN SECTION 15 AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF BALDWIN STUDIOS TO YOU FOR ALL CLAIMS ARISING OUT OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO US$100.

EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 14 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Under these terms some damages are not recoverable.

  1. DISPUTE RESOLUTION; ARBITRATION NOTICE

To make it worth our while to provide our Service, some situations may need legal resolution. In this event, arbitration offers a more appealing, easy, quick and efficient legal process.

Except for certain kinds of disputes, you agree that disputes between us will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND BALDWIN STUDIOS ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under these Terms, and that your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. See Section 15 (Dispute Resolution; Arbitration).

Generally. In the interest of resolving disputes between you and Baldwin Studios in the most expedient and cost effective manner, and except as described in this Section, you and Baldwin Studios agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND Baldwin Studios ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

Exceptions. Despite the above, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.

Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of arbitration and the provisions of this Section within 30 days after the date that you agree to these Terms by sending a letter to Baldwin Studios P.O. Box 563 Sparks NV 89432 that specifies: your full legal name, the email address associated with your account on the Service, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once we receive your Opt-Out Notice, this Section 15 will be void and any action arising out of these Terms will be resolved as set forth in Section 16 (Governing Law). The remaining provisions of these Terms will not be affected by your Opt-Out Notice.

Arbitrator. Any arbitration between you and Baldwin Studios will be settled under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at +1-800-778-7879, or by contacting us. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.

Notice of Arbitration; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Our address for notice is: Baldwin Studios P.O.Box 563 Sparks NV 89432. The Notice of Arbitration must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Baldwin Studios may commence an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. During the arbitration, the amount of any settlement offer made by you or Baldwin Studios must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the arbitrator awards you an amount higher than the last written settlement amount offered by us in settlement of the dispute prior to the award, we will pay to you the higher of: (a) the amount awarded by the arbitrator and (b) US$10,000.

Fees. If you commence arbitration in accordance with these Terms, we will reimburse you for your payment of the filing fee, unless your claim is for more than US$10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in Washoe County, Nevada, but if the claim is for US$10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse us for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.

Class Action Waiver. YOU AND Baldwin Studios AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Baldwin Studios agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

Modifications to this Arbitration Provision. If we make any future change to this Section 15, other than a change to our address for Notice of Arbitration, you may reject the change by sending us written notice within 30 days of the change to our address for Notice of Arbitration, in which case your authorization to access the Service will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.

Enforceability. If the class action waiver or the entirety of this Section is found to be unenforceable, or if we receive an Opt-Out Notice from you, then the entirety of this Section will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 16 (Governing Law) will govern any action arising out of or related to these Terms.

Disputes are unlikely, but may happen. The next two sections describe how they would be resolved. If you would like to learn more about what arbitration means or to opt out, please read this section carefully.

  1. GOVERNING LAW

These Terms are governed by the laws of the State of Nevada without regard to conflict of law principles. You and Baldwin Studios submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Washoe County, Nevada for resolution of any lawsuit or court proceeding permitted under these Terms. We operate the Service from our studio office in Nevada, and we make no representation that Materials included in the Service are appropriate or available for use in other locations.

  1. MISCELLANEOUS

General. These Terms of Service, together with any Additional Terms, our Privacy Policy, and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and Baldwin Studios regarding your use of the Service. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of Section headers and curtesy summaries in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to.” If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.

Privacy Policy.

Please read the Baldwin Studios Privacy Policy (the “Privacy Policy”) carefully for information relating to our collection, use, storage, and disclosure of your personal information. The Baldwin Studios Privacy Policy is incorporated along as part of these Terms.

Additional Terms. Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.

Consent to Electronic Communications. By using the Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

Contact Information. The Service is offered by Baldwin Studios P.O. Box 563 Sparks Nevada 89432. You may contact us by sending correspondence to that address or by  contacting us.

Support. Zoom has no obligation to provide support Service with respect to the Service.

International Use. The Service is intended for visitors located within the United States. We make no representation that the Service is appropriate or available for use outside of the United States. Access is not permissible to use the Service from countries or territories or by individuals where such access is illegal or prohibited.

If you have any questions about these Terms, please contact us.

Thank you,

Baldwin Studios