Last Updated: August 13th, 2018
Membership in the Service is void where prohibited. Any access to or use of the Service by anyone under the age of majority is expressly prohibited and requires consent to this Agreement by a parent or legal guardian. By accessing or using the Website and/or Service, you represent and warrant to us that you are either a legal adult or, if under the age of majority, have obtained proper consent from a parent or legal guardian to your use of the Website, Service and this Agreement. If you access the Website on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to this Agreement. By using the Website, you represent and warrant that you have the right, authority and capacity to enter into this Agreement and to abide by all of the terms and conditions of this Agreement.
3. How the Service Works
We are a professional referrer of music and the arts to Students and independent Providers. For Providers, we offer various ways to grow instruction including marketing, scheduling, and online communication tools. For Students, we provide professional instructors in their preferred topic and schedule lessons and other services ancillary thereto. Users may be able to view all listings and prices as an unregistered visitor to the Website; however, if you wish to receive quizzes, homework, or exclusive material from your instructor than you must first become a registered Member of the Website.
You may use the Website at no direct cost. As a Website user, you may have the ability to participate in some, but not all, of the features and services available within the Website. To become a Member, you agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete throughout your use of the Service. We reserve the right to suspend or terminate your TakeSessions Account and your access to the Website for any reason.
a. Student Membership.
As a Student Member, you will have the ability to book and pay for lessons, manage your lesson schedule, communicate with Providers, access help documents and use any other Website services provided to Student Members. As a Student Member you must continually comply with this Agreement and the Student Policies set forth here. Additional terms and conditions of service may be contained within your Student Member account.
b. Provider Membership.
As a Provider Member, you will have access to tools that enable you to manage marketing, scheduling, billing and communication and other tools provided by us. In addition, you will have the opportunity to apply for a Listing. Acceptance for Listing on the Website is at our sole discretion and we may remove Listings from the Website at any time for any reason. Any Listing you post (i) must not breach any agreements you have entered into with anyone, including this Agreement; and (ii) must contain accurate, current and complete information. If you are accepted and your Listing is presented on the Website, you must continually comply with this Agreement and the Provider Policies set forth. Any Provider Member who accepts a booking through the Service must honor all terms and conditions of the Listing, this Agreement and any our additional Provider Policies in effect at the time of booking. As part of your Provider Membership, you will be required to receive messages via text / SMS and may incur costs from your carrier or mobile service provider as a result of these messages. Additional terms and conditions of service may be contained within your Provider Member account.
c. Independent Contractor Status.
When a Student Member chooses a Provider from our Website, you are hiring us to provide services to you through our network of independent contractors. You acknowledge that Providers are independent contractors who operate a separate and distinct business from Take Sessions. As such, we do not control the manner or method of service to you, exercise no control over the working relationship and do not warrant the service of any Provider. We urge all users of the Website to be responsible and careful about their use of the Service and any transaction entered into as a result of a Listing on the Website.
We disclaim all, and assume no responsibility for, evaluating or verifying the accuracy, suitability or authenticity of any information contained within the Listings or of any information posted by a Member on the Website. We assume no responsibility for ensuring a Member’s compliance with any applicable laws, rules and regulations or this Agreement. We have not inspected the location where any instruction will be provided. We are not responsible for the conduct, whether online or offline, of any user of the Website or Member of the Service. Under no circumstances will we or any of our employees, officers, agents, advertisers or affiliates be responsible for any loss or damage, including personal injury or death, resulting from anyone’s use of the Website or the Service, any content posted on the Website or transmitted to Members, or any interactions between users of the Website, whether online or offline. The Website and the Service are provided ‘AS-IS’ and we expressly disclaim any warranty of fitness for a particular purpose or non-infringement. We cannot guarantee and do not promise any specific results from use of the Website and/or the Service.
Although each member must agree to this Agreement, we cannot and do not guarantee that the material and content posted by each Member to be true and warranted. We cannot guarantee that each Member is at least the required minimum age, nor do we accept responsibility or liability for any content, communication or other use or access of the Website by persons under the age of 18 in violation of this Agreement. Also, it is possible that other Members or users (including unauthorized users, or ‘hackers’) may post or transmit offensive or obscene materials on the Website and that you may be involuntarily exposed to such offensive and obscene materials. It also is remotely possible for others to obtain personal information about you due to your use of the Website, and that the recipient may use such information to harass or injure you. We are not responsible for the use of any personal information that you disclose on the Website. Please carefully select the type of information that you post on the Website or release to others. WE DISCLAIM ALL LIABILITY, REGARDLESS OF THE FORM OF ACTION, FOR THE ACTS OR OMISSIONS OF OTHER MEMBERS OR USERS (INCLUDING UNAUTHORIZED USERS), WHETHER SUCH ACTS OR OMISSIONS OCCUR DURING THE USE OF THE WEBSITE, THE SERVICE OR OTHERWISE.
e. Code of Conduct.
While using the Website you agree not to:
- Restrict or inhibit any other visitor or Member from using the Service, including, without limitation, by means of ‘hacking’ or ‘cracking’ or defacing any portion of the Website;
- Use the Service for any unlawful purpose;
- Express or imply that any statements you make are endorsed by us, without our prior written consent;
- Transmit (a) any content, language, imagery, or information that is unlawful, fraudulent, threatening, harassing, abusive, libelous, defamatory, obscene or otherwise objectionable, or infringes on our or any third party’s intellectual property or other rights; (b) any material, non-public information about companies without the authorization to do so; (c) any trade secret of any third party; or (d) any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities, or other unsolicited commercial communication (except as otherwise expressly permitted by us);
- Engage in spamming or flooding;
- Transmit any software or other materials that contain any virus, worm, time bomb, Trojan horse, or other harmful or disruptive component;
- Modify, adapt, sublicense, translate, sell, reverse engineer, decompile or disassemble any portion of the Website;
- Remove any copyright, trademark, or other proprietary rights notices contained in the Website;
- ‘Frame’ or ‘mirror’ any part of the Website without our prior written authorization;
- Use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, ‘data mine’, or in any way reproduce or circumvent the navigational structure or presentation of the Website or its contents;
- Harvest or collect information about Website visitors or Members without their express consent;
- Create more than one profile without our express written consent;
- Permit anyone else whose account or subscription was terminated, or who is not a Member, to use the Website through your subscription, username or password;
- Engage in commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, and pyramid schemes;
- Solicit any instructor or user to work with or for another company for employment, independent contracting services, performances, or other service; or
- Engage in any communication related to sexual conduct, nudity, or which expresses profanity.
Lesson prices are agreed to at the time of payment for the number of lessons purchased. Lesson prices vary by Provider and lesson type and are subject to change at any time. Student Members and Provider Members are obligated to honor the prices established at the time of payment. Additional pricing terms and conditions are contained within Member and Provider accounts.
6. Gift Certificates.
Gift Certificates must be redeemed through Website or by phone. The Gift Certificate balance is applied to the recipient’s account and can then be used towards the purchase of lessons or other valid products. If the purchase exceeds the amount of the Gift Certificate, the balance must be paid with a credit card or other available payment method.
Gift Certificates do not expire. Once Gift Certificates are redeemed for Lesson schedules, the Gift Certificates are considered used. Lessons schedules are subject to the terms found in the Student Policies.
We cannot accept e-check payments for Gift Certificates. Gift Certificates cannot be used to purchase other Gift Certificates. Gift Certificates cannot be refunded, reloaded, resold, transferred for value, redeemed for cash or applied to any other account, except to the extent required by law. Unused Gift Certificate balances in a Take Sessions account may not be transferred without our prior consent.
d. Gift Certificate Policies.
Gift Certificates and their use on the Website are subject to compliance with all agreements and policies in effect. We may provide Gift Certificate purchasers with information about the redemption status of Gift Certificates.
e. Risk of Loss.
The risk of loss and title for Gift Certificates pass to the purchaser upon our electronic transmission to the recipient or delivery to the carrier, whichever is applicable. We are not responsible for replacing or reissuing lost or stolen Gift Certificates.
We reserve the right to close customer accounts and request alternative forms of payment if a fraudulently obtained Gift Certificate is either redeemed through Website or is redeemed and used to make purchases on the Website.
This Agreement will remain in full force and effect while you use the Website and/or are a Member. You may terminate your membership at any time, for any reason, by sending written notice of termination to Take Sessions, 10880 Wilshire Blvd, Suite 1101, Los Angeles, CA 90024. To help us analyze and improve the Service, you may be asked to provide a reason for your resignation/cancellation. We may terminate your membership and/or subscription by sending notice to you at the email address you provide in your application for membership, or such other email address as you may later provide to us. If we terminate your membership because you have breached this Agreement, you will not be entitled to any refund of unused subscription fees. All decisions regarding the termination of accounts shall be made in our sole discretion. We are not required to provide you notice prior to terminating your membership. We are not required, and may be prohibited, from disclosing a reason for the termination of your account. After your membership or subscription is terminated, all terms that by their nature may survive termination of this Agreement shall be deemed to survive such termination.
During the term of this Agreement and for two years thereafter, no Student and/or Provider shall, directly or indirectly, circumvent, initiate, solicit, negotiate, contract or enter into any business transactions with any Student or Provider introduced by us through the Website or any Service, without our consent. In case of such circumvention, such Student and/or Provider agrees and guarantees that such Student and/or Provider will pay a legal monetary penalty that is equal to the commission or fee we would have realized in such transactions, had Provider and/or Student not circumvented our rights under this Agreement.
9. No Non-Permitted Use by Members
Use of the Website is only with our permission, which may be revoked at any time, for any reason, in our sole discretion. Illegal and/or unauthorized uses of the Website may be referred for criminal prosecution.
10. Account Security
You are responsible for maintaining the confidentiality of your username and password. You shall not disclose your password to any unauthorized third party and will take sole responsibility for any activities or actions under your Take Sessions Account, whether or not you have authorized such activities or actions. You agree to (a) immediately notify us of any unauthorized use of your username or password or any other breach of security, and (b) ensure that you exit from your account at the end of each session. We will not be liable for any loss or damage arising from your failure to comply with this provision. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. If you share your computer with others, you may wish to consider disabling any auto-sign in features if linked to your Take Sessions account.
11. Your Interactions with Other Members and Our Limitation of Liability
- a. YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER MEMBERS. YOU UNDERSTAND THAT NOT ALL PROVIDERS ON THE WEBSITE HAVE BACKGROUND CHECKS AND THAT WE DO NOT PERFORM BACKGROUND CHECKS ON STUDENT MEMBERS. THE EXTENT OF OUR BACKGROUND CHECK IS LIMITED BY THE QUALITY AND SCOPE OF SERVICE PROVIDED BY OUR THIRD PARTY INVESTIGATIVE SERVICE AND THE LIMITATIONS OF COMPUTER ACCESSIBLE PUBLIC RECORDS. NOT ALL JURISDICTIONS OR CRIMES ARE EVALUATED AS PART OF THE CRIMINAL BACKGROUND CHECK. WE DO NOT ATTEMPT TO VERIFY THE QUALIFICATION OR STATEMENTS OF OUR MEMBERS. WE MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF MEMBERS OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE MEMBERS.
- b. NO MEMBER IS OBLIGATED TO MEET OFFLINE WITH ANY OTHER MEMBER. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL INTERACTIONS WITH OTHER MEMBERS OF THE SERVICE. YOU UNDERSTAND THAT WE MAKES NO GUARANTEES, EITHER EXPRESS OR IMPLIED, REGARDING YOUR ULTIMATE EXPERIENCE WITH INDIVIDUALS YOU MEET THROUGH THE SERVICE. YOU DO SO AT YOUR OWN RISK AND AT YOUR OWN PERIL.
- c. IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, EXEMPLARY, AND/OR INCIDENTAL, INCLUDING LOST PROFITS, ARISING OUT OF OR RELATING TO ANY ACT OR OMISSIONS OF YOU, US, OUR THIRD PARTY INVESTIGATIVE SERVICE, ANY MEMBER OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SERVICE OR THE WEBSITE, INCLUDING WITHOUT LIMITATION, BODILY INJURY, EMOTIONAL DISTRESS, AND/OR ANY OTHER DAMAGES RESULTING FROM COMMUNICATIONS OR MEETINGS WITH OTHER USERS OF THIS SERVICE OR PERSONS YOU MEET THROUGH THIS SERVICE.
- d. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US FOR THE SERVICE DURING THE TERM OF YOUR MEMBERSHIP.
12. Content on the Website
a. Proprietary Rights.
The Website contains the copyrighted material, trademarks, and other proprietary information of Take Sessions, and its licensors. Except for that information which is in the public domain or for which you have been given written permission, you may not copy, modify, publish, transmit, distribute, perform, display, or sell any such proprietary information.
b. Reliance on Content, Advice, Etc.
Opinions, advice, statements, reviews, offers, or other information or content made available through the Service or on the Website, but not directly by us, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content.
13. Content Posted by You on the Website
As a Member, you may be able to post content on the Website, including uploading videos, photos and providing reviews of Members. You are solely responsible for the content that you publish or display (hereinafter, ‘post’) on the Website or Service, or transmit or display to other Members. You will not post on the Website or Service, or transmit or display to other Members, any defamatory, inaccurate, false, abusive, obscene, profane, offensive, sexually oriented, threatening, harassing, racially offensive, or illegal material, or any material that infringes or violates another party’s rights (including, but not limited to, intellectual property rights, and rights of privacy and publicity). By posting Content to any public area of the Website, you automatically grant, and you represent and warrant that you have the right to grant, to us, our affiliates, licensees and successors, an irrevocable, perpetual, non-exclusive, fully paid, worldwide license to use, copy, perform, display, reproduce, adapt, modify and distribute such information and content and to prepare derivative works of, or incorporate into other works, such information and content, and to grant and authorize sublicenses of the foregoing. You further represent and warrant that public posting and use of your content by us will not infringe or violate the rights of any third party.
14. Customer Service
We may provide assistance and guidance through our customer care representatives. Telephone calls between you and our customer care representatives may be recorded for quality assurance purposes. If we feel that your behavior towards any of our customer care representatives or other employees is at any time threatening or offensive, we reserve the right to immediately terminate your membership and you will not be entitled to any refund of unused subscription fees.
15. Modifications to Service
We reserve the right at any time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that we shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service. Notification of changes to the Service may be posted within your Member profile or on the Website.
16. Copyright Policy
The Digital Millennium Copyright Act of 1998 (the ‘DMCA’) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. Copyright law. You may not post, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights. Without limiting the foregoing, if you believe that your work has been copied and posted on the Website in a way that constitutes copyright infringement, please contact us immediately at [email protected]
17. Member Disputes
You are solely responsible for your interactions with our Members. We reserve the right, but not the obligation, to monitor disputes between you and other Members.
18. Privacy and Communications
The Service may provide, or third parties may provide, links to other websites or resources. Because we have no control over such sites and resources, you acknowledge and agree that we are not responsible for the availability of such external sites or resources, and do not endorse and are not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of, or reliance upon, any such Content, goods or services available on or through any such site or resource.
20. U.S. Export Controls
Software from this Website (the ‘Software’) is further subject to United States export controls. No Software may be downloaded from the Website or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria, or any other Country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. By downloading or using the Software, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.
21. Arbitration and Governing Law
a. Arbitration Agreement.
The exclusive means of resolving any dispute or claim arising out of or relating to this Agreement (including any alleged breach thereof), the Service, the Website or our relationship shall be BINDING ARBITRATION administered by the American Arbitration Association. The one exception to the exclusivity of arbitration is that you have the right to bring an individual claim against us in a small-claims court of competent jurisdiction. But whether you choose arbitration or small-claims court, you may not under any circumstances commence or maintain against us as any class action, class arbitration, or other representative action or proceeding.
b. Notice of Rights.
By using the Website or the Service in any manner, you agree to the above arbitration agreement. In doing so, YOU GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend any claims between you and us (except for matters that may be taken to small-claims court). YOU ALSO GIVE UP YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR OTHER CLASS PROCEEDING. Your rights will be determined by a NEUTRAL ARBITRATOR, NOT A JUDGE OR JURY. You are entitled to a fair hearing before the arbitrator. The arbitrator can grant any relief that a court can, but you should note that arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. For details on the arbitration process, see the Arbitration Rules at www.adr.org.
c. Court Proceedings.
Any proceeding to enforce this arbitration agreement, including any proceeding to confirm, modify, or vacate an arbitration award or in the event that this arbitration agreement is for any reason held to be unenforceable, any litigation against us (except for small-claims court actions) may be commenced only in the federal or state courts located in San Diego County, California. You hereby irrevocably consent to the jurisdiction of those courts for such purposes.
d. Governing Law.
This Agreement, and any dispute between you and us, shall be governed by the laws of the state of California without regard to principles of conflicts of law, provided that this arbitration agreement shall be governed by the Federal Arbitration Act.
22. Release and Indemnification
IN THE EVENT THAT YOU HAVE A DISPUTE WITH ONE OR MORE OTHER USERS OF THE SERVICE (INCLUDING, WITHOUT LIMITATION, ANY DISPUTE BETWEEN MEMBERS REGARDING ANY TRANSACTION OR USER CONTRIBUTED CONTENT) OR ANY THIRD PARTY WEBSITE THAT MAY BE LINKED TO OR FROM OR OTHERWISE INTERACT WITH THE WEBSITE, INCLUDING WITHOUT LIMITATION ANY SOCIAL MEDIA SITE, YOU HEREBY AGREE TO RELEASE, REMISE AND FOREVER DISCHARGE TAKE SESSIONS AND OUR RESPECTIVE AGENTS, DIRECTORS, OFFICERS, EMPLOYEES, AND ALL OTHER RELATED PERSONS OR ENTITIES FROM ANY AND ALL MANNER OF RIGHTS, CLAIMS, COMPLAINTS, DEMANDS, CAUSES OF ACTION, PROCEEDINGS, LIABLITIES, OBLIGATIONS, LEGAL FEES, COSTS, AND DISBURSEMENTS OF ANY NATURE WHATSOEVER, WHETHER KNOWN OR UNKNOWN, WHICH NOW OR HEREAFTER ARISE FROM, RELATE TO, OR ARE CONNECTED WITH SUCH DISPUTE AND/OR YOUR USE OF THE WEBSITE AND SERVICE.
UNLESS OTHERWISE PROHIBITED BY LAW, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
YOU HEREBY AGREE TO INDEMNIFY, DEFEND AND HOLD TAKELESSONS AND OUR RESPECTIVE AGENTS, DIRECTORS, OFFICERS, EMPLOYEES, AND ALL OTHER RELATED PERSONS OR ENTITIES (COLLECTIVELY, THE ‘INDEMNIFIED PARTIES’) HARMLESS FROM AND AGAINST ANY AND ALL LIABILITY AND COSTS INCURRED BY THE INDEMNIFIED PARTIES IN CONNECTION WITH ANY CLAIM ARISING OUT OF YOUR USE OF THE WEBSITE OR OTHERWISE RELATING TO THE BUSINESS WE CONDUCT ON THE WEBSITE (INCLUDING, WITHOUT LIMITATION, ANY POTENTIAL OR ACTUAL COMMUNICATION, TRANSACTION OR DISPUTE BETWEEN YOU AND ANY OTHER MEMBER OR THIRD PARTY), ANY CONTENT POSTED BY YOU OR ON YOUR BEHALF OR POSTED BY OTHER USERS OF YOUR ACCOUNT TO THE WEBSITE, ANY USE OF ANY TOOL OR SERVICE PROVIDED BY A THIRD PARTY PROVIDER, ANY USE OF A TOOL OR SERVICE OFFERED BY US THAT INTERACTS WITH A THIRD PARTY WEBSITE, INCLUDING WITHTOUT LIMITATION ANY SOCIAL MEDIA SITE OR ANY BREACH BY YOU OF THESE TERMS OR THE REPRESENTATIONS, WARRANTIES AND COVENANTS MADE BY YOU HEREIN, INCLUDING WITHOUT LIMITATION, ATTORNEYS FEES AND COSTS. YOU SHALL COOPERATE AS FULLY AS REASONABLY REQUIRED IN THE DEFENSE OF ANY CLAIM. WE RESERVE THE RIGHT, AT OUR OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU AND YOU SHALL NOT IN ANY EVENT SETTLE ANY MATTER WITHOUT OUR WRITTEN CONSENT. THIS SECTION SURVIVES TERMINATION OF THIS AGREEMENT.
If either party does not enforce any right or remedy available under this Agreement, that failure is not a waiver of the right or remedy for any other breach or failure by the other party. Our waiver of any requirement in any one instance is not a general waiver of that requirement and does not amend this Agreement. If any part of this Agreement is held invalid or unenforceable, that part is interpreted consistent with applicable laws as nearly as possible to reflect the original intentions of the parties and the rest of this Agreement remains in full force and effect. The provisions of this Agreement that are contemplated to be enforceable after the termination of this Agreement survive termination of this Agreement. This Agreement, including the documents referenced herein, contains the entire agreement between you and us regarding the use of the Website and/or the Service. This Agreement is binding on the parties hereto and their successors and assigns.