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Last Updated Date: 8/01/20
Subject to the terms and conditions of this Agreement and any agreement entered into by your institution relating to the Products, Collabra grants you a limited, non-exclusive, non-transferable, license to access and use the Products. You shall not (a) copy the Product or any part, feature, function or user interface thereof (b) use the Product to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights (c) attempt to gain unauthorized access to the Product or its related systems or networks; and (d) reverse engineer the Product (to the extent such restriction is permitted by law).
You agree, further, not to use or attempt to use any engine, software, tool, agent or other device or other mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Products or Content.
All right, title, and interest in and to the Products and all underlying ideas, concepts, procedures, processes, principles, know-how, methods of operation, images, source code, and specifications related thereto, together with any updates, enhancements, modifications, improvements or derivatives works thereto, in each case including all copyrights, trade names, trademarks and other intellectual property rights therein (collectively, the “Collabra IP”), is, and shall remain the sole and exclusive property of Collabra. Certain Collabra IP is protected by United States copyright laws (and other laws relating to intellectual property). The Products are licensed, not sold, to you hereunder and, except for the express limited license rights granted to you in accordance with the terms of this Agreement, no right, title or interest in or to the Collabra IP is granted or otherwise transferred by Collabra in connection with this Agreement. Collabra shall have, and you hereby grant to Collabra, a royalty-free, perpetual, worldwide, non-exclusive, irrevocable right to use or incorporate into the Products and/or any specifications, without restriction or obligation, any suggestions, enhancements, recommendations or other feedback provided by you with respect to the Products.
Collabra may suspend or terminate your account or cease providing you with access to our Products, without notice, for any conduct that Collabra, in its sole discretion, believes is in violation of any applicable law or the terms of this Agreement. The sections titled “Privacy,” “Your Content,” “Collabra’s Rights,” “Termination,” “Indemnification”, “Limitation of Liability, “Disclaimer of Warranties,” “Indemnification,” “Miscellaneous” shall survive any termination of this Agreement.
Collabra allows users (i.e. instructors and students) to create audio and/or video files (“Work/s”) and upload them to Collabra (the “Collabra Platform”). The copyright and all normal rights of ownership for each Work is owned by the Creator of that Work. No Work can be shared or used for any purpose other than its original intent without the permission of the Creator of that Work. Furthermore, it is assumed that for any Work not directly recorded in the Collabra Platform by the user and/or for any Work that is recorded in the Collabra Platform by the user that isn’t original, and/or for any Work not recorded in the Collabra Platform by the user but that is uploaded to the Collabra Platform by the user, that the user has secured all rights to do so.
Collabra will store in secure “cloud” storage certain types of User Generated Content, including video and/or audio Lessons, Practices, Assessments, and Tracks (as part of a multi-track composition or other), and other video/audio files that may be uploaded to Collabra from time to time. All Works are owned by the Creator of each Work, and if the Creator desires to maintain physical/personal ownership of these files (other than only in Collabra cloud storage), it is the responsibility of the Creator to save and store each Work on their own local storage device as they deem necessary or desirable. Collabra makes no guarantees of storing any Works indefinitely or otherwise.
Collabra has the right to cater the terms of each license to the needs of each Customer. The standard Collabra License assumes Collabra maintains storage of all User Generated video and audio Lessons for as long as a Collabra License is active via either a paid Site Pay license or paying Student Pay subscriptions. All User Generated video and audio Practices will be stored for a limited amount of time, and may be deleted even if a license is active. Practices will be stored for no longer than 180 days (they will be deleted from Collabra’s cloud storage on the 180th day after they have been uploaded to Collabra, or sooner). All User Generated video and audio submitted Assessments will be stored for a limited amount of time, and may be deleted even if a license is active. Assessments will be stored for no longer than 180 days (they will be deleted from Collabra’s cloud storage on the 180th day after they have been uploaded to Collabra, or sooner). All User Generated video and audio Content other than Lessons, Practices, and Assessments, including Tracks as part of multi-track compositions, and all other Works, will be stored for no longer than 180 days (they will be deleted from Collabra’s cloud storage on the 180th day after they have been uploaded to Collabra, or sooner).
If and when a license becomes inactive, Users may be notified via the contact information on file at that time, that they may download all User Generated Content they created and uploaded to Collabra while the Collabra license was active. Users will have up to 60 days to download their User Generated Content. After 60 days, all User Generated Content as part of an inactive license will be permanently deleted from Collabra storage and from the Collabra Users’ accounts.
If and when a Collabra license becomes inactive, Collabra may also offer each User the ability to pay a fee to Collabra to maintain storage of their User Generated Content, and to have access to it, even if and while their Collabra license/subscription otherwise remains inactive.
You agree to indemnify, defend and hold harmless Collabra and Collabra’s officers, directors, employees, agents, and representatives, from and against any and all claims, damages, expenses, judgments, fines, and amounts paid in settlement in connection with any proceeding arising from your breach of this Agreement or your use of the Products.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF OUR PRODUCTS IS AT YOUR SOLE RISK, AND OUR PRODUCTS ARE PROVIDED “AS-IS” AND WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, QUALITY, PRODUCTIVENESS OR CAPACITY, OR THAT THE OPERATION OF THE SOFTWARE INCLUDED WITHIN THE PRODUCTS WILL BE ERROR FREE. ALL OTHER WARRANTIES RELATING TO THE PRODUCTS OR THIS AGREEMENT ARE HEREBY EXPRESSLY DISCLAIMED BY COLLABRA. COLLABRA MAKES NO WARRANTY OR REPRESENTATION THAT (A) THE PRODUCTS WILL MEET YOUR REQUIREMENTS; (B) YOUR USE OF THE PRODUCTS WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE OR (C) ANY ERRORS IN THE PRODUCTS WILL BE CORRECTED.
IN CONNECTION WITH USING OUR PRODUCTS, YOU MAY PURCHASE OTHER PRODUCTS AND/OR SERVICES FROM, AND/OR PARTICIPATE IN PROMOTIONS OF, THIRD PARTIES. TRANSACTIONS RELATING TO ANY SUCH THIRD PARTY PRODUCTS, SERVICES AND/OR PROMOTIONS, AND ANY TERMS ASSOCIATED THEREWITH, ARE SOLELY BETWEEN YOU AND THE RELEVANT THIRD PARTIES. COLLABRA DOES NOT SUPPORT, ENDORSE OR MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING, ANY SUCH THIRD PARTY PRODUCTS, SERVICES AND/OR PROMOTIONS, AND IN NO EVENT WILL COLLABRA HAVE ANY LIABILITY WHATSOEVER IN CONNECTION THEREWITH.
IN NO EVENT WILL COLLABRA, ITS DEVELOPERS, OR ITS SUPPLIERS BE LIABLE FOR ANY LOST PROFITS, LOST OPPORTUNITY, LOST SAVINGS, LOSS OF GOODWILL, LOST BUSINESS, LOSS OF ANTICIPATED BENEFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF OR DAMAGE TO DATA, COMPUTER FAILURE OR MALFUNCTION, OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR AS A RESULT OF THIS AGREEMENT, THE USE OF OR INABILITY TO USE THE PRODUCTS OR THE PROVISION OF SERVICES, EVEN IF COLLABRA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL COLLABRA, ITS DEVELOPERS’ OR SUPPLIERS’ ENTIRE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR AS A RESULT OF THIS AGREEMENT EXCEED THE GREATER OF TWENTY FIVE DOLLARS ($25) OR THE AMOUNT YOU ACTUALLY PAID COLLABRA IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT GIVING RISE TO LIABILITY. THE FOREGOING LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS DO NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
We respect the intellectual property rights of others, and require that the people who use the Products do the same. We may terminate the use privileges of users who are infringers of intellectual property rights. Accordingly, you may not store any material or content on, or disseminate any material or content over, the Products in any manner that constitutes an infringement of third party intellectual property rights, including rights granted by U.S. copyright law. Owners of copyrighted works who believe that their rights under U.S. copyright law have been infringed may take advantage of certain provisions of the Digital Millennium Copyright Act of 1998 (the “DMCA”) to report alleged infringements. If you believe in good faith that your work has been copied in a way that constitutes copyright infringement, please forward the following information (or any statement in conformance with the DMCA) to the contact information that is provided below:
Attn: Copyright Agent / Contracts Department
Address: 14600 Woodbluff Trace, Louisville, KY 40245
Email: [email protected]
Force Majeure. Collabra shall not be liable for any delay or failure to perform any obligation hereunder due to causes beyond its control, including without limitation, war, riot, insurrection, civil commotion, terrorist activity, fire, industrial disputes of whatever nature, acts of nature, computer crimes, epidemics, acts or omissions of third party vendors or suppliers, equipment failures, public enemies of government, failure of telecommunications, system malfunctions, fire, or other casualty.
Waiver and Severability. Waiver by Collabra of any default or breach by you of any provision contained in this Agreement does not constitute a waiver of any subsequent default or breach of the same or any other provision of this Agreement. If any part of this Agreement shall be held invalid, illegal, in conflict with any law, or otherwise unenforceable by a court of competent jurisdiction, the remainder of this Agreement will nevertheless remain in full force and effect.
No Third Party Beneficiaries. The parties do not intend to confer any right or remedy on any third party.
Assignment. You may not assign this Agreement to any third party without the prior written consent of Collabra. Any such purported assignment shall be null and void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, and permitted assigns, if any. Collabra may assign its rights and obligations under this Agreement to a third party without your consent.
Controlling Law and Venue. This Agreement shall be construed and controlled by the laws of the Commonwealth of Kentucky, without giving effect to principles of conflict of laws. The United Nations Convention on Contracts for the International Sale of Goods is specifically disclaimed and shall not apply to this Agreement. Courts located in Louisville, Kentucky, shall be the exclusive forum for any litigation arising out of this Agreement. You waive any objections to venue, personal jurisdiction, or forum non conveniens.
Collabra is a practice management platform that helps you manage students and motivate practice. It is designed for school band directors, orchestra leaders, choir directors, private instructors, and the performing arts.
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